Exhibit
10.2
VOTING AGREEMENT
THIS VOTING
AGREEMENT dated as of
October 2, 2009 (the “ Effective Date ”
and this " Agreement "), is made by and between
Archetype Partners, LLC (“ Purchaser ”)
and David M. Loev (“ Loev ”) and MaryAnne
McAdams (“ McAdams ”, and collectively
with Loev, the “ Shareholders
”). All contracting entities are each referred to
as a “ Party ” and collectively as the
“ Parties ” to the Agreement as such
terms are used herein.
W
I T N
E S S E T H
:
WHEREAS , simultaneously with the execution of this
Agreement, pursuant to the terms of that certain Stock Purchase
Agreement dated as of the date hereof (the “ Purchase
Agreement ”) between the Shareholders and the
Purchaser, the Shareholders are entitled to retain 664,000 shares
of the common stock, par value $0.001 per share (the “
Retained Shares ”) of RX Scripted, Inc., a
Nevada corporation (the “ Company
”);
WHEREAS , the Shareholders are entitled to receive
additional shares of the Company’s common stock following a
transaction by Purchaser involving the Company (as described in
greater detail in the Purchase Agreement, each a “
Transaction ”), such that each Shareholder
will, together with such Retained Shares held by each Shareholder,
hold at a minimum, 1% of the Company’s then outstanding
voting shares following such Transaction (together with the
Retained Shares, the “ Common Stock ”);
and
WHEREAS , the Company and each of the Shareholders
desire to establish in this Agreement certain terms and conditions
regarding the voting and transfer rights associated with the Common
Stock.
NOW,
THEREFORE , in
consideration of the mutual agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Seller and Purchaser do
hereby agree as follows:
1.
Term . The term (the “
Term ”) of this Agreement shall commence on the
date Effective Date and shall continue until the first anniversary
of the Effective Date of this Agreement, or until terminated
pursuant to Section 5, below.
2.
Stock . The shares of Company Common
Stock owned by the Shareholders from time to time during the Term
of this Agreement, shall be referred to herein as the "
Stock ". Any additional shares of Common
Stock or other voting securities, or the voting rights relating
thereto, of the Company that may be owned, held or subsequently
acquired in any manner, legally or beneficially, directly or
indirectly, of record or otherwise, by the Shareholders at any time
during the Term of this Agreement as a result of the ownership of
the Stock that is referred to in this Agreement whether issued as a
result of any Transaction, incident to any stock split, stock
dividend, increase in capitalization, recapitalization, merger,
consolidation, reorganization, or other transaction, shall be
included within the term " Stock " as used herein and
shall be subject to the terms of this Agreement.
3.
Voting . The Shareholders agree that they will vote
the Shares in the matter requested by or directed by the Purchaser
from time to time in writing to the Shareholders (the “
Voting Rights ”) during the Term of this
Agreement.
4.
Transfer of Stock . The Shareholders shall
be prohibited from selling, pledging, hypothecating, assigning or
otherwise transferring (each a " Transfer ") any
Stock other than pursuant to a Transfer to an Affiliate or
Associate of such Shareholder during the Term of this Agreement,
provided that such Affiliate or Associate becomes a party to, and
agrees to be bound by, this Agreement (collectively the “
Transfer Restrictions ”. “
Affiliate ” shall have the meaning given it in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”). “
Associate ” shall have the meaning given it in
Rule 12b-2 under the Exchange Act.
5.
Termination of Voting Rights and Transfer
Restrictions . In the event that the Purchaser
is in breach of the terms and conditions of the Purchase Agreement,
the Shareholders shall provide the Purchaser written notice of such
breach and in the event that the breach is not cured
within
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