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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