VOTING AGREEMENT,
dated as of August 31, 2005 (this “ Agreement
”), among Trinsic, Inc., a Delaware corporation (“
Company ”), and The 1818 Fund III, L.P. (the “
Stockholder ”).
WHEREAS, on
July 15, 2005, the Company issued to the Stockholder
24,084.769 shares of Series H Preferred Stock, par value $0.01
per share (the “ Preferred Stock ”);
and
WHEREAS, the
Stockholder was and remains the sole “ beneficial
owner ” (as defined under Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and “
beneficial ownership ” having a meaning correlative to
such definition) of all outstanding Preferred Stock; and
WHEREAS, by its
terms, the Preferred Stock has an aggregate voting strength of
61,755,817 shares of the Company’s common stock, par value
$0.01 per share (the “ Common Stock ”), or
2,564.1 Common Stock votes (“ Votes ”) per share
of Preferred Stock; and
WHEREAS, under
applicable rules of The Nasdaq SmallCap Market (the “
Rules ”), upon which the Common Stock is listed, the
maximum permissible aggregate voting strength of the Preferred
Stock is 58,743,339 Votes, or 2,439.0 Votes per share of Preferred
Stock; and
WHEREAS, under the
Rules, the Preferred Stock is not permitted to vote upon its
convertibility into Common Stock at a price that is below $0.41 per
share; and
WHEREAS, both the
Company and the Stockholder derive substantial benefit from the
listing of the Common Stock on The Nasdaq SmallCap Market;
and
WHEREAS, the
Company and Stockholder have agreed to enter into this Agreement
governing the voting and disposition of the Preferred Stock so as
to achieve substantive compliance with the Rules thereby
facilitating such listing.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1.
Voting of Shares . To the extent required by the Rules, the
Stockholder, in respect of its Preferred Stock, and only in respect
of its Preferred Stoc
