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VOTING AGREEMENT
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VOTING
AGREEMENT,
dated as of July 8, 2005 (the "Agreement"), among
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LocatePLUS Holdings Corporation, a Delaware
corporation (the "Company"), Jon R.
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Latorella (the "Stockholder") and the investors listed on the
signature pages
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hereto (the "Investors").
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W I T N E S S E T H
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WHEREAS,
contemporaneously
with the execution and delivery of this
Agreement, the Company is entering into a Purchase
Agreement, dated as of the
date hereof (as such agreement may hereafter
be amended from time to time, the
"Purchase Agreement"), with the Investors
which provides for, upon the terms and
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subject to the conditions set forth therein, the sale of up
to $8,000,000 in
aggregate face amount of the Company's 3%
Senior Convertible Notes and warrants
to purchase up to an aggregate of
32,000,000 shares of Common Stock (subject to
adjustment) at an exercise price of $0.15
per share (subject to adjustment) (the
"Securities"); and
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WHEREAS, pursuant to the Purchase Agreement, the
Company has agreed to call a
special meeting of its stockholders for the
purpose of seeking approval of the
Company's stockholders for the
recapitalization (the "Recapitalization") of the
Company's outstanding Class A Voting Common Stock and
Class B Nonvoting Common
Stock into shares of Common Stock, which will
include a one-for-fifty reverse
split of the Common Stock (the "Proposal");
WHEREAS, as of the date hereof, the
Stockholder owns beneficially the number of
shares of Common Stock set forth opposite
the Stockholder's name on Schedule I
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hereto (all such shares so owned and which may hereafter
be acquired by such
Stockholder prior to the termination of this Agreement, whether upon the
exercise of options, conversion of
convertible securities, exercise of warrants
or by means of purchase, dividend,
distribution or otherwise, being referred to
herein as the Stockholder's "Shares");
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WHEREAS, approval of the Proposal by the Company's
stockholders is required in
order to effect the Recapitalization;
WHEREAS, as a condition to the Investors'
willingness to enter into the Purchase
Agreement, the Investors have required the Stockholder to enter into this
Agreement; and
WHEREAS, in order to induce the Investors
to enter into the Purchase Agreement,
the Stockholder is willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
Company and the Stockholder hereby agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDER
SECTION
1.1. Voting of Shares. From the date hereof until
termination of
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this Agreement pursuant to Section 3.2 hereof (the
"Term"), at any meeting of
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the stockholders of the Company, however called and at any adjournment or
postponement thereof, and in any action by consent of the
stockholders of the
Company, the Stockholder shall (A) appear
at such meeting or otherwise cause his
Shares to be counted as present thereat for
purposes of establishing a quorum
and (B) vote (or cause to be voted) his
Shares in favor of the Proposal and such
other matters as may be necessary or advisable to consummate the
Recapitalization.
SECTION 1.2. No Inconsistent Arrangements. Except as contemplated by this
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Agreement, the Stockholder shall not during
the Term (i) transfer, or consent to
any transfer of, any or all of the
Stockholder's Shares or any interest therein,
or create or permit to exist any lien
or other encumbrance on such Shares, (ii)
enter into any contract, option or other
agreement or understanding with respect
to any transfer of any or all of such Shares or any
interest therein, (iii)
grant any proxy, power-of-attorney or
other authorization in or with respect to
such Shares, (iv) deposit such Shares into
a voting trust or enter into a voting
agreement or arrangement with respect to such Shares, or (v) take any
other
action that would in any way restrict, limit
or interfere with the performance
of his obligations hereunder or the
transactions contemplated hereby or by the
Purchase Agreement.
SECTION 1.3. Proxy; Reliance. The Stockholder hereby revokes any
and all prior
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proxies or powers of attorney in respect
of any of the Stockholder's Shares and
constitutes and appoints such person as the Company shall
nominate, with full
power of substitution and resubstitution, at any time
during the Term, as his
true and lawful attorney and proxy (his
"Proxy"), for and in his name, place and
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stead, to vote each of such Shares as his Proxy in favor
of the matters set
forth in Section 1.1, at every annual,
special, adjourned or postponed meeting
of the stockholders of the Company, including the right
to sign his name (as
stockholder) to any consent, certificate or other document relating to the
Company that the Delaware General Corporation Law may permit or require as
provided in Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE
IRREVOCABLE AND COUPLED WITH AN
INTEREST THROUGHOUT THE TERM.
SECTION 1.4. Stop Transfer. The Stockholder shall not attempt to
effect any
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transfer of the Stockholders Shares, and any such request shall be null
and
void, ab initio. The Stockholder will not request
that the Company register the
transfer (book-entry or otherwise) of any
certificate or uncertificated interest
representing any of the Stockholder's Shares. The Company shall issue
stop-transfer instructions to the transfer agent for the Common Stock
instructing the transfer agent not to
register any transfer of Shares during the
Term except in compliance with the terms of this Agreement.
SECTION 1.5. Additional Shares. The Stockholder hereby agrees, while this
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Agreement is in effect, to promptly notify
the Company of the number of any new
Shares acquired (whether upon the exercise
of options, conversion of convertible
securities, exercise of warrants or by
means of purchase, dividend, distribution
or otherwise) by such Stockholder, if any, after the date hereof.
SECTION 1.6. Disclosure. The Stockholder hereby authorizes the Company to
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publish and disclose in the Proxy Statement (including all documents and
schedules filed with the SEC), his identity
and ownership of the Shares and the
nature of his commitments, arrangements and
understandings under this Agreement.
SECTION 1.7. Share Legend. As promptly as practicable following
the date of
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this Agreement and, in any event, no
more than five (5) Business Days after the
date hereof, the Stockholder shall cause the certificate(s)
representing the
Stockholders' Shares to be delivered to the
Company and the Company shall place
the following legend on such certificates:
"The voting of the shares represented by this
certificate is governed by the
terms of a Voting Agreement, a copy of
which is available from the Secretary of
the Company."
Promptly
after the legending of the certificates as provided
above, the
Company shall return such certificates to
the Stockholder or as the Stockholder
may other direct. Upon the termination of this
Agreement in accordance with its
terms, the Stockholder shall have the
right to cause the Company to reissue the
certificates representing the Stockholders'
Shares without the legend set forth
above.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents
