Exhibit 10.7
VOTING AGREEMENT
This VOTING AGREEMENT (the “
Agreement ”) is made and entered into as of
November 22, 2005 by and STEN Acquisition Corporation, a
Minnesota corporation (the “ Purchaser ”) and
the undersigned shareholder (the “ Company Shareholder
”) of Site Equities International, Inc., a Nevada
corporation (the “ Company ”).
RECITALS
A.
Concurrently with the execution of
this Agreement, the Purchaser, the Company and Paycenters, LLC are
entering into a loan and merger option agreement (the “
Option Agreement ”) which provides, inter alia, that
the Purchaser shall have the option to acquire the Company by
causing the Company to merge with the Purchaser after which time
the Purchaser will continue as the surviving corporation and as a
wholly-owned subsidiary of STEN Corporation, a Minnesota
corporation (“STEN”). If the Purchaser exercises
the Merger Option (defined in the Option Agreement) and the Merger
(defined in the Option Agreement) is thereafter consummated, shares
of the Company’s common stock (“Common Stock”)
will be converted into the right to receive shares of common stock
of STEN on the basis described in the Option Agreement.
B.
The Company Shareholder is the
holder of Shares as defined herein.
C.
As a material inducement to enter
into the Option Agreement, the Purchaser desires the Company
Shareholder to agree, and the Company Shareholder is willing to
agree, to vote the Shares so as to facilitate consummation of the
Merger in the event that the Merger Option (defined in the Option
Agreement) is exercised.
D
Capitalized terms used but not
defined herein shall have the meanings set forth in the Option
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises, covenants and conditions set
forth herein, the parties hereto agree as follows:
1.
AGREEMENT TO VOTE
SHARES
1.1
Definitions
. For the
purposes of this Agreement:
(a)
Shares
. The term
“Shares” means such number of shares of capital stock
of the Company, including without limitation shares of the Company
Common Stock, owned of record or beneficially by the Company
Shareholder or over which the Company Shareholder may exercise
voting power or control as of the execution by the Company
Shareholder of this Agreement or as of the record date for of any
meeting, consent or approval described in Section 1.2
hereof.
(b)
Transfer
. The
Company Shareholder shall be deemed to have effected a
“Transfer” of a security if the Company Shareholder
directly or indirectly: (i) sells, pledges, encumbers,
transfers or disposes of, or grants an option with respect to, such
security or any interest therein; or (ii) enters into an
agreement or commitment providing for the sale, pledge,
encumbrance, transfer or disposition of, or grant of an option with
respect to, such security or any interest therein.
(c)
Other . For purposes of the
definition of Shares, the terms “beneficial owner”,
“beneficial ownership”, “affiliate” and
“associate” shall have the meaning given such terms in
the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder.
1.2
Agreement to
Vote Shares . The Company
Shareholder hereby covenants and agrees that, prior to the
termination of the Company’s Shareholders obligations under
this Section 1.2 pursuant to Section 3 hereof, at any
meeting (whether annual or special and whether or not an adjourned
or postponed meeting) of the shareholders of the Company, however
called, or in connection with any consent or approval of the
shareholders of the Company, the Company Shareholder will appear at
the meeting or otherwise cause the Shares or other voting rights of
Company Shareholder to be counted as present thereat for purposes
of establishing a quorum and:
(a)
in the event that
the Merger Option is exercised in accordance with the terms of the
Option Agreement, vote, consent or approve (or cause to be voted,
consented or approved) in favor of any action or proposal relating
to the approval and adoption of the Option Agreement, the Merger,
any agreement and plan of merger relating to the Merger and the
other actions contemplated by the Option Agreement and any actions
required in furtherance thereof; and
(b)
vote against,
withhold consent or approval for, or dissent from (or cause to be
voted against, approval or consent to be withheld, or dissent) any
action or proposal that would adversely effect the
Purchaser’s rights and benefits under the Option Agreement;
provided the Purchaser is not then in material breach any of its
obligations thereunder.
By executing this Agreement, the
Company Shareholder hereby revokes all proxies heretofore made by
the Company Shareholder with respect to the subject matter
contained herein. The Company Shareholder further agrees not
to enter into any agreement or understanding with any person,
including any voting agreement or voting trust, the effect of which
would be inconsistent with or violative of any provision contained
in this Section 1.2. Notwithstanding any other provision
in this Agreement to the contrary, in no event shall this Agreement
(i) be applicable to any vote of the shareholders of the
Company pertaining to the election of directors of the Company or
(ii) constitute an acknowledgement by the Purchaser that the
execution and delivery by the Purchaser or the Company Shareholder
results in, or will result in, the Purchaser acquiring beneficial
ownership of any of the Shares.
2
1.3
Transfer and
Other Restrictions .
(a)
Prior to the
termination of the Company’s Shareholders obligations under
this Section 1.3 pursuant to Section 3 hereof, the
Company Shareholder agrees not to, directly or
indirectly:
(i)
offer for sale,
Transfer or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to, or
consent to the offer for sale, Transfer or other disposition of,
any or all of the Shares or any interest therein;
(ii)
grant any proxy
or power of attorney with respect to the Shares, deposit any of the
Shares into a voting trust or enter into a voting agreement (other
than this Agreement) or arrangement with respect to the Shares;
provided, however, that Company Shareholder may grant a proxy which
obligates the recipient of such proxy to vote the Shares consistent
with the terms hereof (it being understood that the grant of such
proxy does not relieve the Company Shareholder of his obligations
under Section 1.2 hereof) or
(iii)
take any other
action that would make any representation or warranty of the
Company Shareholder contained herein untrue or incorrect or have
the effect of preventing or disabling the Company Shareholder from
performing his obligations under this Agreement.
(b)
To the extent the
Company Shareholder is, as of the date hereof, party to a contract
or agreement that requires the Company Shareholder to Transfer
Shares to another person or entity, the Company Shareholder will
not effect any such Transfer unless and until the transferee agrees
to be bound by and executes an agreement in the form of this
Agreement with respect to the Shares to be Transferred.
Nothing herein shall prohibit the Company Shareholder from
exercising (in accordance with the terms of the option or warrant,
as applicable) any opti
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