Exhibit 4.8
VOTING AGREEMENT
VOTING AGREEMENT, dated as of
September 28, 2005 (the “ Agreement ”), by
and between Artisoft, Inc., a Delaware corporation (the “
Company ”), and
(the “ Stockholder ”).
W
I T N
E S S E T
H
WHEREAS, contemporaneously with the
execution and delivery of this Agreement, the Company is entering
into a Stock Purchase Agreement, dated as of the date hereof (as
such agreement may hereafter be amended from time to time, the
“ Purchase Agreement ”), with the investors
named therein (the “ Investors ”) which provides
for, upon the terms and subject to the conditions set forth
therein, the issuance and sale of the Company’s common stock
(the “ Securities ”); and
WHEREAS, pursuant to the Purchase
Agreement, the Company has agreed to call a special meeting of its
stockholders for the purpose of seeking approval of the
Company’s stockholders to amend its Certificate of
Incorporation as provided in Section 3.5 of the Purchase
Agreement (the “ Proposal ”);
WHEREAS, as of the date hereof, the
Stockholder owns beneficially the number of shares of Common Stock
set forth opposite the Stockholder’s name on Schedule
I hereto (all such shares so owned and which may hereafter be
acquired by such Stockholder prior to the termination of this
Agreement, whether upon the exercise of options, conversion of
convertible securities, exercise of warrants or by means of
purchase, dividend, distribution or otherwise, being referred to
herein as the Stockholder’s “ Shares
”);
WHEREAS, as a condition to the
Investors’ willingness to enter into the Purchase Agreement
and to acquire the Securities, the Investors have required the
Stockholder to enter into this Agreement; and
WHEREAS, in order to induce the
Investors to enter into the Purchase Agreement and to acquire the
Securities, the Stockholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Company
and the Stockholder hereby agree as follows:
ARTICLE I.
VOTING OF SHARES; AND OTHER COVENANTS OF THE
STOCKHOLDER
SECTION 1.1. Voting of Shares
. From the date hereof until termination of this Agreement pursuant
to Section 3.2 hereof (the “ Term ”), at
any meeting of the stockholders of the Company, however called and
at any adjournment or postponement thereof, and in any action by
consent of the stockholders of the Company, the Stockholder shall
(A) appear at such meeting or otherwise cause its Shares to be
counted as present thereat for purposes of establishing a quorum
and (B) vote (or cause to be voted) its Shares in favor of the
Proposal and such other matters as may be necessary or advisable to
consummate the transactions contemplated by the Purchase
Agreement.
SECTION 1.2. No Inconsistent
Arrangements . Except as contemplated by this Agreement, the
Stockholder shall not during the Term (i) grant any proxy,
power-of-attorney or other authorization in or with respect to such
Shares which is inconsistent with the terms hereof,
(ii) deposit such Shares into a voting trust or enter into a
voting agreement or arrangement with respect to such Shares, or
(iii) take any other action that would in any way restrict,
limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby or by the
Purchase Agreement.
SECTION 1.3. Disclosure . The
Stockholder hereby authorizes the Company to publish and disclose
in the Proxy Statement (including all documents and schedules filed
with the SEC), its identity and ownership of the Shares and the
nature of its commitments, arrangements and understandings under
this Agreement.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDER
The Stockholder hereby represents
and warrants as follows:
SECTION 2.1. Due Authorization,
etc . The Stockholder has all requisite power and authority to
execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby all of which have been duly
authorized by all action necessary on the part of the Stockholder.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of Stockholder. This
Agreement has been duly executed and delivered by or on behalf of
the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, moratorium or other similar laws and
except that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court
before which any proceeding for such remedy may be
brought.
SECTION 2.2. Required Filings and
Consents . The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the
Stockholder will not, require any consent, approval, authorization
or permit of, or filing with or notification to, any governmental
or regulatory authority (other than any necessary filing under the
Exchange Act), domestic or foreign, except where the failure to
obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the
performance by the Stockholder of the Stockholder’s
obligations under this Agreement.
SECTION 2.3. Ownership of
Shares . The Stockholder is the record and beneficial owner of
the Shares set forth opposite its name on Schedule I hereto.
On the date hereof, such Shares constitute all of the Shares owned
of record or beneficially by such Stockholder.
-2-
ARTICLE III.
MISCELLANEOUS
SECTION 3.1. Definitions .
Terms used but not otherwise defined in this Agreement have the
meanings ascribed to such terms in the Purchase
Agreement.
SECTION 3.2. Termination .
This Agreement shall terminate and be of no further force and
effect (i) by the written mutual consent of the parties hereto
and the Investors acquiring a majority of the Securities issued
pursuant to the Purchase Agreement (the “
