VOTING AGREEMENT
THIS VOTING AGREEMENT
(the “Agreement”) is
made as of this 10 th day of December,, 2008, by and
among Remedent, Inc., a Nevada corporation
(“Remedent”), and Robin List (“List”), Mr.
List and Remedent are shareholders of Remedent OTC BV, a company
formed under the laws of Belgium (the “Company”).
Remedent and Mr. List are referred to collectively herein as the
“Parties.”
RECITALS
WHEREAS , pursuant to the terms of a certain Investment
and Shareholders’ Agreement entered into by the Company,
Remedent, Concordia Fund BV (“Concordia”), Sylphar
Holding BV (“Sylphar”), and the Existing OTC
Subsidiaries (as defined therein) and Mr. List (“ISA
Agreement”), Concordia has agreed to purchase twelve and a
half percent (12.5%) of the share capital of Sylphar owned by the
Company for cash consideration in the sum of one million euros (EUR
1,000,000) (the “Purchase Price”);
WHEREAS , Remedent has contributed its ownership
interest in its subsidiaries pursuant to a Deed of Contribution and
pursuant to such agreement, the Company has agreed to pay Remedent
Euros 1,000,160 (the “Debt”), and the Parties desire
that such Debt be repaid immediately out of the Purchase Price
received by the Company;
WHEREAS , Remedent and Mr. List are each shareholders of
fifty percent (50%) of the Company’s issued and outstanding
share capital; and
WHEREAS , the Parties wish to enter into this Agreement
to reflect their mutual understanding as to (a) how the
Company’s Managers (the “Managers”), comprising
of three (3) individuals, will be determined, and (b) the repayment
of the Debt to Remedent.
NOW THEREFORE
, in consideration of the mutual
promises and covenants hereinafter set forth, the Parties agree as
follows:
AGREEMENT
1.
Shares Subject to Agreement . The Parties each agree to hold
all of their respective share capital of the Company (the
“Voting Shares”) subject to, and to vote the Voting
Shares in accordance with the provisions of this
Agreement.
2.
Obligations to Vote Voting Shares for Specific Nominees . To
the extent the Company has set the number of Managers at three (3)
and there has been no Triggering Event (as such term is defined
herein), the Parties agree to vote all of the Voting Shares held by
them for or in favor of: (a) the two (2) representatives designated
by Remedent to hold the position of Managers of the Company, with
such individuals being Guy De Vreese and Fred Kolsteeg
(“Initial Remedent Managers”), and (b) one (1)
representative designated by Mr. List, with such individual being
Robin List, as one of the Managers of the Company. The Parties
hereby agree that if either of the Initial Remedent Managers resign
or otherwise vacate his position as a Manager, such vacancy shall
be filled by Stephen Ross.
However,
in the event of a Triggering Event, the Parties agree to vote all
of the Voting Shares held by them for or in favor of (A) the two
(2) representatives designated by Mr. List, with one of the
representatives being Mr. List, as Managers of the Company, and (B)
one (1) representative designated by Remedent to hold the position
of Manager of the Company.
For
purposes of this Agreement, the term “Triggering Event”
shall be defined as or shall mean an event involving one
transaction or a series of related transactions in
which:
|
|
(i)
|
Remedent issues securities representing more
than fifty percent (50%) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or any
successor provision) of the outstanding voting power of the then
outstanding securities entitled to vote generally in the election
of directors of Remedent to any individual, firm, partnership, or
other entity, including a "group" within the meaning of Section
13(d)(3) of the Exchange Act;
|
|
|
(ii)
|
Mr. De Vreese or Mr. Kolsteeg is no longer a
director of Remedent;
|
|
|
(iii)
|
Mr. De Vreese and Mr. Kolsteeg resign or
otherwise vacate their positions as Managers of the
Company;
|
|
|
(iv)
|
Remedent issues securities representing more
than fifty percent (50%) of its voting stock of Remedent in
connection with a merger, consolidation or other business
combination (other than for purposes of
reincorporation);
|
|
|
(v)
|
Remedent is acquired in a merger or other
business combination transaction in which Remedent is not the
surviving corporation (other than a reincorporation);
|
