Exhibit 2.4
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is made and entered into as of
this
3rd day of November, 2004, by and among
Micro Interconnect Technology, Inc., a
Nevada 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 Lanbo
Financial Investment Company Group
Limited, a corporation incorporated under
the laws of the British Virgin Islands
("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 certain of the Stockholders are
parties
to a certain Share Exchange Agreement dated
as of September 29, 2004 ("Exchange
Agreement").
B. Certain of the Stockholders will be issued Service Provider
Shares
immediately following the Closing of the
transactions under the Exchange
Agreement.
C. Unless otherwise defined herein, the capitalized terms herein
shall
have the meaning set forth in the Exchange
Agreement.
D. KRM Fund owns a majority of the issued and outstanding shares
of
Buyer Common Stock immediately preceding
the Closing of the Transaction
contemplated under the Exchange
Agreement.
E. 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 or as a
condition to the issuance of the Service
Provider Shares.
F. 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.
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:
<PAGE>
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.
2. Voting Agreement Regarding Directors.
(a) Right to Nominate and Agreement to Elect Director. For the
one
(1) year period following the Closing, KRM
Fund shall have the right, pursuant
to the Exchange Agreement, 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
KRM Fund during the one (1) year period
following the Closing (the "Applicable
Period").
(b) Removal. Any director of Buyer may be removed from the
Board
in the manner allowed by law and Buyer's
Charter 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, pursuant to Section 2(a) above,
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's securities are
listed or quoted, or are expected to be
listed or quoted, and (iv) shall qualify as
a financial expert such that such
director may, in the reasonable discretion
of the Board, sit on the audit
committee of Buyer. KRM Fund acknowledges
that there is no assurance its nominee
will receive any compensation from Buyer
for serving as a member of the Board;
provided, however, that the nominee will
receive compensation commensurate with
other non-executive directors serving on
the Buyer's board of directors.
(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
director as provided above. Buyer and
Stockholders 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 c
