Exhibit 4.8
VOTING AND TRANSFER
AGREEMENT
This AGREEMENT (this
“Agreement”) dated as of November 4, 1999, among WT
Technologies, Inc., a Georgia corporation (the
“Company”), Susan R. Hopley (“Hopley”) and
Gary D. Smith and Jean H. Smith, as Trustees of the Gary D. Smith
and Jean H. Smith Trust (the “Smith Trust”).
WHEREAS, the Smith Trust is a
shareholder of Arthur H. Ltd. d/b/a International Software
Products, a Virginia corporation (“ISP”);
WHEREAS, the Company, Hopley, the
Smith Trust, Christopher M. Brittin, F. Gilmer Siler and ISP
propose to enter into a Contribution Agreement, of even date
herewith (the “Contribution Agreement”), pursuant to
which the Company would acquire all of the issued and outstanding
shares of capital stock of ISP in exchange for, among other things,
shares of common stock, par value $.01 per share, of the Company
(such common stock to be received by the Smith Trust as well as
other securities issued with respect to the Company’s capital
stock by means of share splits, combinations, dividends or other
similar recapitalization events being referred to as the
“Subject Shares”);
WHEREAS, as a condition to its
willingness to enter in the Contribution Agreement, the Company has
requested that the Smith Trust enter into this Agreement;
and
WHEREAS, capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to
such terms in the Shareholders Agreement;
NOW, THEREFORE, to induce the
Company to enter into, and in consideration of entering into, the
Contribution Agreement, and in consideration of the premises and
the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties
of the Smith Trust . The Smith Trust hereby represents and
warrants to the Company that (a) the Smith Trust has all requisite
power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby and (b) this Agreement has been duly
authorized, executed and delivered by the Smith Trust and
constitutes a valid and binding obligation of the Smith Trust
enforceable in accordance with its terms.
2. Covenants of the Smith
Trust . Until the termination of this Agreement in accordance
with Section 4 hereof, the Smith Trust agrees as
follows:
(a) Voting of Subject Shares
. At any meeting of shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which any
Company shareholder’s vote, consent or other approval
(including by written consent) is sought, the Smith Trust shall
vote all of the Subject Shares then beneficially owned by it as
directed by
Hopley. The Smith Trust shall not
hereafter, unless and until this Agreement terminates pursuant to
Section 4 hereof, purport to grant (other than through the
irrevocable proxy granted in Section 2(b)) any proxy or power of
attorney with respect to any of the Subject Shares, deposit any of
the Subject Shares into a voting trust or enter into any agreement
(other than this Agreement), arrangement or understanding with any
person, directly or indirectly, to vote, grant any proxy or give
instructions with respect to the voting of any of the Subject
Shares. The Smith Trust further agrees not to commit or agree to
take any action inconsistent with the foregoing.
(b) Proxy . The Smith Trust
hereby grants to Hopley, as the Smith Trust’s proxy and
attorney-in-fact (with full power of substitution), for and in the
name, place and stead of the Smith Trust, a proxy to vote, or to
grant a consent or approval in respect of, all of the Subject
Shares then beneficially owned by the Smith Trust as indicated in
Section 2(a) above, and Hopley hereby accepts such proxy. The Smith
Trust agrees that this proxy shall be irrevocable and coupled with
an interest and may under no circumstances be revoked, agrees to
take such further action or execute such other instruments as may
be necessary to effectuate the intent of this proxy and hereby
revokes any proxy previously granted by the Smith Trust with
respect to any of the Subject Shares. Such irrevocable proxy is
executed and intended to be irrevocable in accordance with the
provisions of Section 14-2-722 of the Georgia Business Corporation
Code.
(c) Transfer Restrictions .
The Smith Trust agrees n
