STOCKHOLDERS’ VOTING
AGREEMENT
AGREEMENT made as of the 12th day of July 2005, by and
among BRILLIAN CORPORATION , a Delaware corporation
(hereinafter called the “Company”) and those
stockholders or prospective stockholders of the Company executing
this Agreement (hereinafter called the “Signing
Stockholders”), which shall become effective on the Effective
Date (as defined herein).
RECITALS
A. The
Company is planning to enter into an Agreement and Plan of
Reorganization (the “Merger Agreement”) with Syntax
Corporation, a California corporation (“Syntax”) as a
result of which Syntax would become a wholly owned subsidiary of
the Company (the “Merger”).
B. The Merger
Agreement contemplates that certain individuals will serve as
directors of the Company effective on the effective date of the
Merger as defined in the Merger Agreement (the “Effective
Date”).
C. The Merger
Agreement contemplates that certain persons will agree to vote
their shares of common stock of the Company for certain persons as
directors of the Company and in favor of certain financing
transactions previously effected by the Company.
D. Each party
to this Agreement other than the Company currently is a stockholder
of the Company or will become a stockholder of the Company as a
result of the Merger.
NOW, THEREFORE , in consideration of the premises and of the
mutual covenants herein contained, the parties hereto hereby agree
as follows:
1. Voting
of Shares for Directors . Each of the Signing Stockholders
shall vote such stockholder’s shares of common stock of the
Company for the following persons.
a.
The Brillian Designee . Vincent Sollitto or, if he is unable
or unwilling to serve at any time, such other person as
Mr. Sollitto shall designate or, in the absence of any such
designation, Wayne Pratt.
b.
The Syntax Designees . James Li, Thomas Chow, and
Christopher Liu or, if one or more of them are unable or unwilling
to serve at any time, such other person or persons as
Messrs. Li, Chow, and Liu shall designate.
c.
Independent Directors . Five individuals who are
“independent directors” within the meaning of the rules
and policies of the Nasdaq National Market and each of whom shall
be reasonably acceptable to the Brillian Designee and the Syntax
Designees and any successor independent director whom shall be
selected by the independent directors.
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2. Voting
of Shares in Favor of Financings.
Each of the
Signing Stockholders shall vote such stockholders’ shares of
common stock of the Company in favor of certain financing
transactions completed by the Company on or prior to the date of
this Agreement as described in Schedule A to this
Agreement in any meeting of stockholders held to vote on those
financings in accordance with the rules of the Nasdaq Stock Market.
All the investors in those financings shall be third-party
beneficiaries of this Agreement.
3. Copy
of Agreement To Be Kept on File.
The
Company shall keep on file at its principal executive offices, and
shall exhibit to any Signing Stockholder or his duly authorized
representative at any and all reasonable times, an executed copy of
this Agreement (together with any amendments thereto). The Company
also shall mail without charge a copy of this Agreement to any
Signing Stockholder within five days after a written request
therefor.
4. Stock
Certificates To Be Marked with Legend.
All
certificates representing shares now or hereafter owned by a
Signing Stockholder shall be marked with the following
legend:
“This certificate and the shares
represented hereby are held subject to the terms and conditions of
an agreement dated as of July ___, 2005, and any amendments
thereto, by and among this Company and certain of its stockholders.
A copy of that agreement and any amendments thereto is on file and
may be inspected at the principal executive offices of the
Company.”
5. Term
of Agreement.
