Exhibit 4.13
VOTING AGREEMENT
This AGREEMENT, dated as of February
16, 2004 (the “Agreement”), is by and between
Diversified Corporate Resources, Inc., a Texas corporation
(“DCRI”), and Microcapital Strategies, Inc. a Texas
corporation(the “Investor”).
RECITAL
Effective November 21, 2003, the
Investor executed a Securities Purchase Agreement which provided,
inter alia , for the purchase of 165,000 shares of
DCRI’s Series A Convertible voting, $.10 par value per share,
Preferred Stock (the “Preferred Stock”) which is, among
other things, convertible into 1,650,000 shares of DCRI Common
Stock, $.10 par value per share (the “Common Stock”),
together with certain warrants to purchase Common Stock
(collectively the “Offering”). Following
completion of the Offering, the Investor entered into an
arrangement whereby the Investor acquired the rights to purchase an
additional 46,875 shares of the Preferred Stock. (the “Second
Offering”)
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. DEFINED
TERMS.
For purposes of this Agreement, the
term “Affiliate” and “Associate” shall have
the respective meanings set forth in Rule 12b-2 promulgated by the
Securities and Exchange Commission (the “SEC”) under
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For purposes of this Agreement, the
terms “beneficial owner” and “beneficially
own” shall have the same meanings as set forth in Rule 13d-3
promulgated by the SEC under the Exchange Act except that a person
shall also be deemed to be the beneficial owner of all shares of
Preferred Stock and/or Common Stock which such person has the right
to acquire pursuant to the exercise of any rights in connection
with any securities or any agreement, regardless of when such
rights may be exercised and whether they are
conditional.
SECTION 2.
VOTING.
(a)
Annual and Special Meetings in 2004 and 2005 . The Investor
shall cause all shares of Preferred Stock and Common Stock
beneficially owned by it and/or its Affiliates, Associates, or
those holding shares of any DCRI equity security as an assignee of
Investor’s rights under the Second Offering, as of the
relevant record dates, to be present for quorum purposes and to be
voted in favor of (i) DCRI’s nominees for directors at each
of the 2004 and 2005 annual meetings of the shareholders of DCRI,
or at any adjournments or postponements thereof, (ii) DCRI’s
proposals at each such annual meeting, or any adjournments or
postponements thereof and (iii) DCRI’s proposals at any
special meeting of the shareholders of DCRI or any adjournments or
postponements thereof, taking place during 2004 or 2005.
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