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EXECUTION VERSION
Exhibit 10.2
VOTING AGREEMENT
This Voting Agreement (this “
Agreement ”), dated as of
May 16, 2007, is between Nexus Asset Acquisition Co.,
a Delaware corporation (“ Nexus ”),
and the persons listed on signature pages hereof (each, a
“ Majority Stockholder ” and,
collectively, the “ Majority Stockholders
”).
RECITALS:
A.
Each Majority Stockholder owns the number of
shares of Common Stock, par value $.001 per share (the “
Common Stock ”), of Rockport Healthcare
Group, Inc., a Delaware corporation (the “
Company ”), (including any shares of Common
Stock into which the outstanding principal and accrued interest
on the 10% Convertible Subordinated Unsecured Notes of the
Company (the “ Convertible Notes ”)
may be converted or exchanged after the date hereof) set forth
opposite such Majority Stockholder’s name on
Schedule A hereto (such shares of Common Stock,
together with any other shares of capital stock of the Company
acquired by any Majority Stockholder after the date hereof and
during the term of this Agreement, being collectively referred
to herein as the “ Subject Shares
”).
B.
Mr. John K. Baldwin has converted all of the
convertible promissory notes of Seller that he holds, together
with accrued but unpaid interest through the date hereof, into
4,584,052 shares of Common Stock.
C.
Contemporaneously with the execution and
delivery of this Agreement, Nexus and the Company have entered
into a Stock Purchase Agreement (as the same may from time to
time be modified, supplemented, or restated, the “
Purchase Agreement ”) pursuant to which,
Nexus will acquire (the “ Acquisition
”) one thousand (1,000) shares of common stock of Rockport
Community Network, Inc., a Nevada corporation, no par value per
share, upon the terms and subject to the conditions set forth
therein.
D.
As a condition and inducement to the willingness
of Nexus to execute and deliver the Purchase Agreement, the
Majority Stockholders must (i) enter into this Agreement;
and (ii) give their written consent, dated as of the date
of the Purchase Agreement, in form and substance acceptable to
Nexus, pursuant to which the Majority Stockholders have
approved, among other things, the adoption of the Acquisition
and the Purchase Agreement.
AGREEMENT:
NOW, THEREFORE, the parties agree as
follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
OF EACH MAJORITY STOCKHOLDER
Each Majority Stockholder, severally and not
jointly, represents and warrants to Nexus as follows:
Section 1.1
Authority. Such Majority
Stockholder has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly authorized, executed,
and delivered by such Majority Stockholder and constitutes a
valid and binding obligation of such Majority Stockholder
enforceable in accordance with its terms. If such Majority
Stockholder is married and the Subject Shares of such Majority
Stockholder constitute community property or otherwise need
spousal or other approval for this Agreement to be legal, valid,
and binding with respect to such Subject Shares, this Agreement
has been duly executed and delivered by, and constitutes a valid
and binding agreement of, such Majority Stockholder’s
spouse, enforceable against such spouse in accordance with its
terms. If such Majority Stockholder is a trust, no consent
of any beneficiary is required for the execution and delivery of
this Agreement or the consummation of the transactions
contemplated hereby.
Section 1.2
No Conflicts; Required Filings and
Consents.
(a)
Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby and compliance with the terms hereof will violate,
conflict with, or result in a breach, or constitute a default
(with or without due notice of lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement,
note, bond, mortgage, indenture, lease, or other agreement,
instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule, or
regulation applicable to such Majority Stockholder or to such
Majority Stockholder’s property or assets.
(b)
The execution and delivery of this Agreement by
such Majority Stockholder does not, and the performance of this
Agreement by such Majority Stockholder will not, require any
consent, approval, authorization, or permit of, or filing with
or notification to, any “Governmental Entity” (as
defined in the Purchase Agreement), except where the failure to
obtain such consents, approvals, authorizations, or permits, or
to make such filings or notifications, would not, individually
or in the aggregate, prevent or materially delay the performance
by such Majority Stockholder of any of his obligations under
this Agreement.
Section 1.3
The Subject Shares. Such
Majority Stockholder is the record and beneficial owner of, or
is a trust that is the record holder of and whose beneficiaries
are the beneficial owners of, and has good and marketable title
to, the Subject Shares set forth opposite such Majority
Stockholder’s name on Schedule A hereto, free
and clear of any mortgage, lien, pledge, charge, encumbrance,
security interest, or other adverse claim, other than
restrictions imposed by applicable securities laws. Such
Majority Stockholder does not own, of record or beneficially,
any shares of capital stock of the Company other than the
Subject Shares set forth opposite such Majority
Stockholder’s name on Schedule A hereto.
Such Majority Stockholder has the sole right to vote, or
to dispose, of such Subject Shares, and none of such Subject
Shares is subject to any agreement, arrangement, or restriction
with respect to the voting of such Subject Shares, except as
contemplated by this Agreement. There are no agreements or
arrangements of any kind, contingent or otherwise, obligating
such Majority Stockholder to sell, transfer, assign, grant a
participation interest in, option for, pledge, hypothecate, or
otherwise dispose or encumber (each, a “
Transfer ”), or cause to be Transferred, any
of the Subject Shares, and no “Person” (as defined
in the Purchase Agreement) has any contractual or other right or
obligation to purchase or otherwise acquire any of the Subject
Shares.
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Section 1.4
Reliance by Nexus. Such
Majority Stockholder understands and acknowledges that Nexus is
entering into the negotiations concerning the Acquisition and
the Purchase Agreement, if at all, in reliance upon such
Majority Stockholder’s execution and delivery of this
Agreement and the representations, warranties, and covenants
contained herein.
Section 1.5
Litigation. There is no
action, proceeding, or investigation pending or threatened
against such Majority Stockholder that questions the validity of
this Agreement or any action taken or to be taken by such
Majority Stockholder in connection with this Agreement.
Section 1.6
Finder’s Fees. No
broker, investment bank, financial advisor, or other person is
entitled to any broker’s, finder’s, financial
adviser’s, or similar fee or commission in connection with
the transactions contemplated hereby based upon arrangements
made by or on behalf of the Majority Stockholders.
Section 1.7
Non-Solicitation. The Company
has not solicited the proxy, vote, consent, or other
authorization or action of such Majority Stockholder to enter
into this Agreement or otherwise in connection with the approval
by written consent of the Acquisition or Purchase Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF NEXUS
Nexus represents and warrants to each of the
Majority Stockholders as follows:
Section 2.1
Authority. Nexus has all
requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. This
Agreement has been duly authorized, executed, and delivered by
Nexus and constitutes a valid and binding obligation of Nexus
enforceable in accordance with its terms.
Section 2.2
No Conflicts; Required Filings and
Consents.
(a)
Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby and compliance with the terms hereof will violate,
conflict with, or result in a breach, or constitute a default
(with or without due notice of lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement,
note, bond, mortgage, indenture, lease, or other agreement,
instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule, or
regulation applicable to Nexus or to Nexus’s property or
assets.
(b)
The execution and delivery of this Agreement by
Nexus does not, and the performance of this Agreement by Nexus
will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any Governmental Entity,
except where the failure to obtain such consents, approvals,
authorizations, or permits, or to make such filings or
notifications, would not, individually or in the aggregate,
prevent or materially delay the performance by Nexus of any of
its obligations under this Agreement.
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ARTICLE III
VOTING OF SUBJECT SHARES
Section 3.1
Agreement to Vote. From the
date hereof, and until the termination of this Agreement in
accordance with Section 6.1 , each Majority
Stockholder, severally and not jointly, and subject to the
provisions of Section 5.1 , agrees as follows:
(a)
At any meeting of stockholders of the Company
called to vote upon the Acquisition and the Purchase Agreement
or at any adjournment thereof or in any other circumstances upon
which a vote, consent, or other approval (including by written
consent) with respect to the Acquisition and the Purchase
Agreement is sought, each Majority Stockholder shall vote (or
cause to be voted), provided that the Board of Directors of the
Company has not disapproved the Purchase Agreement or
recommended against the adoption of the Acquisition by the
stockholders of the Company, the Subject Shares (and each class
thereof) in favor of the adoption by the Company of the
Acquisition and the approval of the Purchase Agreement and,
subject to Section 4.4 , any actions required in
furtherance thereof and each of the transactions contemplated by
the Purchase Agreement, including the “Contemplated
Transactions” (as defined in the Purchase Agreement).
(b)
At any meeting of stockholders of the Company or
at any adjournment thereof or in any other circumstances upon
which a vote, consent or other approval of all or some of the
stockholders of the Company is sought, each Majority Stockholder
shall vote (or cause to be voted) its Subject Shares (and each
class thereof) against (i) any acquisition agreement or
acquisition (other than the Purchase Agreement and the
Acquisition), consolidation, combination, sale or transfer of a
material amount of assets, reorganization, recapitalization,
dissolution, liquidation, or winding up of or by the Company,
and (ii) any amendment of the Company’s certificate
of incorporation or bylaws or other proposal or transaction
involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
delay, impede, frustrate, prevent, or nullify the Acquisition,
the Purchase Agreement, the Contemplated Transactions, or any of
the other transactions contemplated by the Purchase Agreement or
change in any manner the voting rights of the Subject Shares
other than in connection with the transactions contemplated by
the Acquisition. Each Majority Stockholder further agrees
not to commit or agree to take any action inconsistent with the
foregoing.
Section 3.2
No Solicitation of
Transactions. Subject to the terms of
Section 5.1 , none of the Majority Stockholders nor
any of their affiliates shall, directly or indirectly, and each
Majority Stockholder will instruct his agents, advisors and
other representatives (including without limitation, any
investment banker, attorney, or accountant retained by it) not
to, directly or indirectly, initiate, solicit, encourage, or
facilitate (including by way of furnishing information) any
inquiries or proposals regarding any “Acquisition
Proposal” (as defined in the Purchase Agreement).
Each Majority Stockholder and each of his agents,
advisors, and other representatives shall immediately cease and
cause to be terminated any existing discussions or negotiations
with any Person (other than Nexus) conducted heretofore with
respect to any of the foregoing. Each Majority Stockholder
shall promptly advise Nexus orally and in writing of
(a) any proposal for an Acquisition Proposal or any request
for information with respect to any proposal for an Acquisition
Proposal received by such Majority Stockholder or any of his
agents, advisors, or other representatives, the material terms
and conditions of such proposal for an
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