Exhibit
10.3
VOTING
AGREEMENT
VOTING AGREEMENT (this “ Agreement ”), dated
as of December 29, 2006 by and between Leonard Sokolow (“
LS ”) and Timothy Mahoney (“ TM ”)
(all of the parties to this Agreement are collectively referred to
as the “ Parties ”).
RECITALS :
The parties to this Agreement desire to provide
for certain rights and obligations relating to the composition of
the vFinance, Inc. (VFIN) Board of Directors.
NOW, THEREFORE, in consideration of the premises
and the mutual promises herein made, and in consideration of the
representations, warranties, covenants and agreements herein
contained, the parties agree as follows
1.
Definitions . All capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings set forth
in the Asset Purchase Agreement.
2 .
VFIN Board of
Directors . (a) LS and TM agree, in their capacity as
stockholders and/or directors of VFIN, to vote as
follows:
(i) So long as LS owns 1,000,000 VFIN common shares
(as adjusted for stock splits, stock dividends or reorganizations),
TM shall vote for (and, if applicable, vote to nominate) LS or
LS’s qualified designee (subject to TM’s approval of
such designee which approval shall not be unreasonably withheld)
which designee shall be to serve as a director of VFIN.
(ii) So long as TM owns 1,000,000 VFIN common shares
(as adjusted for stock splits, stock dividends or reorganizations),
LS shall vote for (and, if applicable, vote to nominate) TM or
TM’s designee (subject to LS’s approval of such
designee which approval shall not be unreasonably withheld) to
serve as a director of VFIN.
(iii)
LS and TM agree and acknowledge
that the stockholders of VFIN have the independent right to
nominate, elect and remove directors of VFIN, and that no other
stockholders besides LS and TM are bound by this Section
2.
3.
Notices . All notices and all communications hereunder
shall be delivered in writing, with delivery to LS and TM as
follows:
19783 115 th Avenue South
Palm Beach Gardens, FL 33418.
