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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:
Leonard Sokolow
19783 115 th Avenue South
Boca Raton, FL 33431
Tim Mahoney
68 Cayman Place
Palm Beach Gardens, FL 33418.
4.
Non-Assignab
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