Exhibit 2.3
VOTING AGREEMENT
THIS
VOTING AGREEMENT (this "Agreement") is made and entered into as
of
July __, 2004, by each of the persons whose
names appear on the signature pages
hereof (the "Stockholders" or individually,
each a "Stockholder"), in favor of
GVI Acquisition, LLC, a California limited
liability company ("GVI LLC").
W I T N E S S E T H
WHEREAS,
GVI Security Solutions, Inc., a Delaware corporation ("GVIS"),
Rapor Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of
GVIS ("Purchaser Subsidiary"), and Rapor,
Inc., a Florida corporation ("Rapor"),
have entered into an Agreement and Plan of
Merger (the "Merger Agreement")
pursuant to which, among other things,
Purchaser Subsidiary will merge with and
into Rapor (the "Merger"), and the
Stockholders will be issued shares of the
common stock, par value $.001 per share of
GVIS (the "Shares"); and
WHEREAS,
pursuant to Section 6.15 of the Merger Agreement and as a
condition to and in consideration for GVIS
and Purchaser Subsidiary entering
into the Merger, GVIS and Purchaser
Subsidiary are requiring the Stockholders to
execute and deliver to GVI LLC this
Agreement;
NOW,
THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and
agreements hereinafter set forth, the
parties hereto do hereby agree as
follows:
SECTION 1.
LEGEND ON SHARES. Each certificate evidencing the Shares shall
be stamped or otherwise imprinted with a
legend in substantially the following
form:
THE
TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS
OF
A VOTING
AGREEMENT DATED AS OF JULY __, 2004, AMONG GVI ACQUISITION,
LLC,
THE HOLDER
OF RECORD OF THIS CERTIFICATE AND CERTAIN OTHER SIGNATORIES
THERETO,
AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE
EXCEPT IN
ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND
CONDITIONS
HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
AT NO COST
BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF GVI SECURITY SOLUTIONS, INC.
SECTION 2.
VOTING AGREEMENT. At each annual and special meeting of the
stockholders of GVIS, and at any time at
which stockholders of GVIS shall have
the right to, or shall, vote for or consent
to any matter submitted to a vote or
action by written consent of the
stockholders of GVIS, then, in each such event,
each Stockholder shall vote all Shares now
owned or hereafter acquired by such
Stockholder (or controlled as to voting
rights) by it, whether by purchase,
exercise of rights, warrants or options,
stock dividends or otherwise, in the
same manner as GVI LLC votes the shares of
GVIS common stock held by GVIS LLC.
<PAGE>
SECTION 3.
REMEDIES. In case any provision of this Agreement shall have
been breached by any St
