VOTING AGREEMENT WITH PRINCIPAL
SHAREHOLDERS
This Voting
Agreement with Principal Shareholders (this “
Agreement ”) is made and entered into as of
February 12, 2004, by and among Keith Stein
(“Stein”), on the one hand, and Gene Simmons LLC, Allan
Brown and Richard Abramson LLC, on the other hand (each referred to
herein as a “ Principal Shareholder ” and
collectively as the “ Principal Shareholders
”).
WHEREAS,
concurrently herewith NGTV, a California corporation (hereinafter
the “Company”), is issuing to Stein Three Million Six
Hundred Forty-Eight Thousand Nine Hundred Seventy-One (3,648,971)
shares of the common stock (as adjusted pursuant to any stock
split, stock combination, or similar action, the
“Shares”) of the Company pursuant to that certain
Finder’s Agreement of even date herewith;
WHEREAS,
Stein has agreed, as a condition to receiving the Shares, to grant
voting power over the Shares to the Principal Shareholders, in
order to secure continuity and stability in the policy and
management of the Company, which Stein believes will maximize the
value of the Shares;
WHEREAS,
in order to accomplish said purpose, and as a condition to
receiving the Shares, Stein deems it advisable to enter into this
Agreement for the purpose of permitting the Principal Shareholders
to vote the Shares; and
WHEREAS,
Stein has consented to act under this Agreement for the purposes
provided herein.
NOW,
THEREFORE , in consideration of these premises and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Voting
Control. Stein will hold
the Shares, subject to the provisions of this Agreement. Stein
hereby agrees to vote, whether by proxy, written consent, or
otherwise, all of the Shares now or hereafter registered in his
name or beneficially owned by him as instructed by each Principal
Shareholder with respect to the fraction of the Shares equal to the
number of shares of common stock owned by the respective Principal
Shareholder at such time divided by the aggregate shares of common
stock held by the Principal Shareholders. The parties agree that,
in the aggregate, the Principal Shareholders shall have 100% of the
voting control of the Shares.
2.
Termination. This
Agreement shall continue in full force and effect from the date
hereof through the earliest of the following dates, on which date
it shall terminate in its entirety:
(a) The
date of the closing of a firmly underwritten public offering of the
common stock pursuant to a registration statement filed with the
Securities and Exchange Commission, and declared effective under
the Securities Act of 1933, as amended;
1
(b) the
date of the closing of a transaction whereby the Company becomes a
publicly traded company on a recognized stock exchange (or similar
system for the quoting and public trading of the Company’s
shares) in Canada or the United States whether pursuant to:
(i) a final prospectus for which a receipt has been issued by
a securities commission or similar regulatory body in Canada or
pursuant to an effective registration statement filed with the
United States Securities and Exchange Commission; or
(ii) pursuant to a reverse take-over, statutory amalgamation,
statutory arrangement or similar transaction involving the Company
and which, in each case, results in the common stock of the Company
or the common stock of the resulting issuer being listed on a
recognized stock exchange (or similar system for the quoting and
public trading of the Company’s shares) in Canada or the
United States;
(c) the
date of the closing of a sale, lease, or other disposition of all
or substantially all of the Company’s assets or the date of a
completion of any corporate reorganization, amalgamation,
consolidation or merger of the Company (collectively “
Corporate Reorganization ”) with or into any other
corporation or other entity or person in which the shareholders of
the Company immediately prior to such Corporate Reorganization own
less than fifty percent of the Company’s voting stock
immediately after such Corporate Reorganization or any transaction
or series of related transactions to which the Company is a
part
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