VOTING AGREEMENT
VOTING AGREEMENT, dated as of
________, 2006 (the “Agreement between Network Installation
Corp., a Nevada corporation (“Company”) and the
stockholder executing the signature pages hereof (the
“Stockholder”).
WHEREAS, the Company is offering
units (“Units”) consisting of one share of the
Company’s common stock (“Common Stock”) and a
warrant to purchase one share of the Company’s Common Stock
(“Warrant”) for sale to certain qualified investors in
a private placement (the “Offering”);
WHEREAS, as a condition to the
Offering, the Company is requiring all investors that purchase
Units in the Offering to enter into a voting agreement governing
the investors’ ability to vote the shares of Common Stock
that such investor acquires in the Offering and the shares of
Common Stock that such investor acquires pursuant to the exercise
of Warrants issued in the Offering (collectively, the
“Covered Shares”); and
WHEREAS, the Stockholder wishes to
induce the Company to accept Stockholder’s subscription for
the Units and, therefore, the Stockholder is willing to enter into
this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties
hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.01. Voting
Agreement . Stockholder hereby agrees that, from and after the
date hereof and until the earliest to occur of (i) Jeffrey R.
Hultman ceasing to be the Chief Executive Officer of the Company,
unless Jeffrey R. Hultman is the Chairman of the Board of the
Company and Christopher G. Pizzo is the Chief Executive Officer of
the Company, in which case the triggering event shall be Jeffrey R.
Hultman ceasing to be the Chairman of the Board of the Company or
and Chris Pizzo ceasing to be the Chief Executive Officer of the
Company, and (ii) Stockholder transferring the Covered Shares to an
unaffiliated third party, at any meeting of the stockholders of the
Company, however called, and in any action by consent of the
stockholders of the Company, Stockholder shall vote (or cause to be
voted) all Stockholder’s Covered Shares in accordance with
the recommendation of the Company’s Board of Directors.
Termination of this Agreement pursuant to either (i) or (ii) above
is referred to hereafter in this Agreement as a “Termination
Event.” Any vote by Stockholder that is not in accordance
with this Section 1.01 shall be considered null and void, and the
provisions of Section 1.02 shall be deemed to take immediate
effect.
SECTION 1.02. Irrevocable
Proxy . If, and only if, Stockholder fails to comply with the
provisions of Section 1.01, Stockholder hereby agrees that such
failure shall result, without any further action by Stockholder
effective as of the date of such failure, in the constitution and
appointment of the Company and each of its executive officers from
and after the
