Exhibit 2.3
VOTING AGREEMENT
THIS
VOTING AGREEMENT ("Agreement") is made and entered into as of
this
28th day of October, 2004, by and among
Sunningdale, Inc., a Delaware
corporation (the "Buyer"), each of the
persons listed under the caption
"Stockholders" on the signature page
hereof, such persons being all of the
stockholders ("Stockholders") of Advanced
Aluminium Group, Ltd., a corporation
formed and organized under the laws of the
United Kingdom ("Company"), and
Keating Reverse Merger Fund, LLC, a limited
liability company formed and
organized under the laws of the State of
Delaware ("KRM Fund"). The Stockholders
shall be referred to herein collectively as
the "Stockholders" and each,
individually, as the "Stockholder".
RECITALS
A. Buyer,
KRM Fund, Company and the Stockholders are parties to a certain
Share Exchange Agreement dated as of
September 22, 2004 ("Exchange Agreement").
B. The
capitalized terms herein shall have the meaning set forth in
the
Exchange Agreement.
C. KRM
Fund owns a majority of the issued and outstanding shares of
Buyer
Common Stock immediately preceding the
Closing.
D. As a
condition to and an inducement to Buyer's and KRM Fund's
willingness to enter into the Exchange
Agreement, the Stockholders and Buyer
have agreed to enter into this Agreement as
a condition to Closing.
E. Each of
Stockholders and Buyer acknowledge that the agreements
contained in this Agreement are an integral
part of the transactions
contemplated by the Exchange Agreement and
that, without these agreements, Buyer
would not enter into the Exchange
Agreement, and KRM Fund would not have
approved the Exchange Agreement and the
transactions contemplated thereunder.
F. The
parties hereto acknowledge and agree that the failure by Buyer
and
Stockholders to satisfy, perform and comply
with the Post-Closing Covenants
following the Closing will have a material
adverse effect on Buyer and the
investment of KRM Fund in Buyer.
NOW
THEREFORE, in consideration of the premises, the respective
commitments and undertakings of the parties
hereto, and other good and valuable
consideration, the receipt and adequacy of
which are hereby acknowledged, the
parties agree as follows:
1.
Recitals. The recitals set forth above are incorporated in this
Agreement by reference as if such recitals
were set forth in this Agreement in
their entirety. Further, the Post-Closing
Covenants contained in Section 10.1 of
the Exchange Agreement are incorporated in
this Agreement by reference as if
such covenants were set forth in this
Agreement in their entirety.
<PAGE>
2. Voting
Agreement Regarding Directors.
(a) Right to Nominate and Agreement to Elect Director. For the one
(1)
year period following the Closing, the KRM
Fund shall have the right to nominate
one (1) director to the board of directors
of Buyer ("Board"). Each Stockholder
agrees to vote all shares of Buyer Common
Stock that he now or hereafter owns
(or as to which he has voting power)
("Shares") as may be necessary to elect the
one (1) director nominated by the KRM Fund
during the one (1) year period
following the Closing.
(b) Removal. Any director of Buyer may be removed from the Board in
the
manner allowed by law and Buyer's Governing
Documents, but with respect to the
director nominated by KRM Fund pursuant to
Section 2(a) above, in the event such
director is removed pursuant to Section
2(b) hereof, KRM Fund shall have the
right to nominate such removed director's
replacement, subject to the approval
of the Stockholders, such approval to not
be unreasonably withheld.
(c) Director Qualifications. KRM Fund may nominate any person of
sound
mind and legal age to serve as director;
provided, however, that such person (i)
shall not be employed within or otherwise
principally associated with Buyer or
its subsidiaries and affiliates, (ii) shall
be subject to the approval of the
Stockholders which approval shall not be
unreasonably withheld, (iii) shall
qualify as an "independent" director under
the applicable corporate governance
requirement and standards imposed by the
SOX Act, the SEC and any exchange on
which Buyer lists or quotes, or expects to
list or quote, its securities, and
(iv) shall qualify as a financial expert
with respect to such director's
membership on the audit committee of
Buyer.
(d) Covenants of Buyer and Stockholders. Buyer and Stockholders
agree
to use their best efforts to ensure that
the rights granted hereunder are
effective and that KRM Fund enjoys the
benefits thereof. Such actions include,
without limitation, the use of Buyer's and
each Stockholder's best efforts to
cause the nomination and election of the
directors as provided above. Buyer and
Stcokholders will not, by any voluntary
action, avoid or seek to avoid the
observance or performance of any of the
terms to be performed hereunder by them,
but will at all times in good faith assist
in the carrying out of all of the
provisions of this Section
