VOTING AGREEMENT
VOTING AGREEMENT dated as of August 22, 2001 between Universal Display
Corporation, a Pennsylvania corporation ("UDC") and the persons listed on
Schedule A hereto (collectively, the "Stockholders").
WHEREAS, the Stockholders and UDC have entered into a Securities
Purchase Agreement (as the same may be amended or supplemented, the "Purchase
Agreement") pursuant to which the Stockholders: (i) acquired First Shares and
Notes convertible into, and Warrants exercisable for, shares of UDC's Common
Stock; and (ii) may subsequently acquire Second Shares convertible into shares
of UDC's Common Stock;
WHEREAS, the First Shares and Second Shares are collectively referred
to herein as the "Preferred Stock";
WHEREAS, each Stockholder is the record and beneficial owner of the
Preferred Stock, Notes and Warrants set forth opposite such Stockholder's name
on Schedule A hereto (such securities, as they may be adjusted by stock
dividend, stock split, recapitalization, combination or exchange of shares,
merger, consolidation, reorganization or other change or transaction of or by
UDC, together with securities that may be issued after the date hereof to such
Stockholder upon conversion of the Preferred Stock or Notes or exercise of the
Warrants are collectively referred to herein as the "Securities"); and
WHEREAS, as a condition to its willingness to enter into the Purchase
Agreement, UDC has requested that the Stockholders enter into this Agreement;
NOW, THEREFORE, to induce UDC to enter into, and in consideration of it
entering into, the Purchase Agreement, and in consideration of the premises and
the representations, warranties and agreements contained herein, the parties
agree as follows:
1. Capitalized Terms. Capitalized terms used herein that are not
defined shall have the meanings set forth in the Purchase Agreement.
2. Covenants of the Stockholders. Each Stockholder, severally and
not jointly, agrees as follows:
(a) Except as otherwise required by law, such Stockholder
shall not (i) enter into any voting arrangement, whether by proxy, voting
agreement, voting trust, power-of-attorney or otherwise, with respect to the
Securities, or (ii) 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.
(b) Within three Trading Days after requested to do so in
writing by UDC, such Stockholder shall certify in writing to UDC the number and
type of Securities that such Stockholder owns, beneficially or of record, as of
the date indicated in UDC's written request.
3. Grant of Irrevocable Proxy Coupled with an Interest;
Appointment of Proxy.
(a) Each Stockholder hereby irrevocably grants to, and
appoints, any individuals who shall be designated by UDC, and each of them, such
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place and stead of such Stockholder, to vote all of such
Stockholder's Securities, or grant a consent or approval in respect of such
Securities, at any meeting of Stockholders of UDC or at any adjournment thereof
or in any other circumstances upon which their vote, consent or other approval
is sought (including by written consent).
(b) Each Stockholder represents that he/it has not given any
proxies in respect of such Stockholder's Securities.
(c) Each Stockholder hereby affirms that the proxy set forth
in this Section 3 is coupled with an interest and is irrevocable. Such
irrevocable proxy shall be valid with respect each Security until such Security
is sold, transferred or otherwise disposed of by the Stockholder to a
non-Affiliate.
(d) Such Stockholder hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
Such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 1759 of the Pennsylvania Business Corporation Law
of 1988, as amended.
(e) Notwithstanding anything to the contrary that may be
contained herein the proxy granted hereunder shall not apply to those items for
which a separate vote of the holders of the Preferred Stock are required as set
forth in Section 11 of the First Certificate of Designation and Section 11 of
the Second Certificate of Designation.
4. Representations and Warranties of the Stockholders. Each
Stockholder hereby, severally and not jointly, represents and warrants to UDC as
follows:
(a) The Stockholder has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Stockholder. This Agreement has been duly executed and
delivered by the Stockholder and, assuming this Agreement constitutes a valid
and binding obligation of UDC, constitutes a valid and binding obligation of the
Stockholders enforceable against the Stockholder in accordance with its terms.
(b) The Stockholder's Securities and the certificates
representing such Securities are now, and at all times during the term hereof
will be, held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, and the Stockholder has good and marketable title to such
Securities, free and clear of any liens, proxies, voting trusts or agreements,
understandings or arrangements (other than this Agreement). None of the
Securities is subject to any voting trust, proxy or other agreement, arrangement
or restriction with respect to the voting or disposition of such Securities,
except as contemplated by this Agreement.
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(c) The Stockholder understands and acknowledges that UDC is
entering into, the Purchase Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement.
5. Representations and Warranties of UDC. UDC hereby represents
and warrants to the Stockholders as follows:
(a) UDC has the requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by UDC and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of UDC. This
Agreement has been duly executed and delivered by UDC and, assuming this
Agreement constitutes a valid and binding obligation of the Stockholders,
constitutes a valid and binding obligation of UDC enforceable in accordance with
its terms.
6. Further Assurances. Each Stockholder will inform each broker
(or other record holder) holding any Securities for its account of the existence
and terms of this Agreement, and shall instruct each such broker (or other
record holder) in writing to deliver all shareholder solicitation and proxy
materials (including proxies) relating to such Securities to the attention of
the Chief Executive Officer of UDC at Universal Display Corporation, 375
Phillips Boulevard, Ewing, NJ 08618. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents and other instruments as UDC may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement and to vest the power to vote such Stockholder's Securities as
contemplated by Section 3. Each Stockholder further agrees that it shall not
pledge, hypothecate or otherwise encumber the Securities unless each Person to
which any of such Securities, or any interest in any of such Securities, are or
may be pledged shall have: (a) executed a counterpart of this Agreement and a
proxy substantially similar to that set forth in Section 3 hereof (with such
modifications as UDC may reasonably request) and (b) agreed to hold such
Securities (or interest in such Securities) subject to all of the terms and
provisions of this Agreement. UDC agrees to use reasonable efforts to take, or
cause to be taken, all actions necessary to comply promptly with all legal
requirements that may be imposed with respect to the transactions contemplated
by this Agreement.
7. Termination. Upon a sale of Securities by a Stockholder to a
non-Affiliate, such Securities shall no longer be subject to the terms of this
Agreement and shall be deemed excluded from the definition of "Securities" as
used herein.
8. Assignment; Binding Effect. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors and assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
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9. General Provisions.
(a) Except as otherwise set forth in the Purchase Agreement,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense.
(b) This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.
(c) Any notice, demand, or communication required or permitted
to be given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if (i) personally delivered, (ii)
mailed by registered or certified first-class mail, prepaid with return receipt
requested, (iii) sent by a nationally recognized overnight courier service, to
the recipient at the address below indicated or (iv) delivered by facsimile
which is confirmed in writing by sending a copy of such facsimile to the
recipient thereof pursuant to clause (i) or (iii) above:
If to UDC:
Universal Display Corporation
375 Phillips Boulevard
Ewing, NJ 08618
Attention: Sidney Rosenblatt
Chief Financial Officer
Telefax: 609-671-0995
with a copy to:
Morgan, Lewis & Bockius, LLP
1701 Market Street
Philadelphia, PA 19103
Attention: Stephen M. Goodman, Esq.
Telefax: 877-432-9652
If to any Stockholder, to:
Strong River Investments, Inc.
c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Ltd.
Vanterpool Plaza, 2nd Floor, Wickhams Cay I
Road Town, Tortola, British Virgin Islands
Facsimile No.: 212-651-9010
Telephone No.: 212-651-9002
Attn: Danny Golan
and
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Strong River Investments, Inc.
c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Ltd.
Vanterpool Plaza, 2nd Floor, Wickhams Cay I
Road Town, Tortola, British Virgin Islands
Facsimile No.: 212-651-9010
Telephone No.: 212-651-9002
Attn: Danny Golan
With a copy to: Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
Attention: George Lander, Esq.
Facsimile No.: 212-838-9190
or to such other address as any party hereto may, from time to time, designate
in a written notice given in like manner.
(d) When a reference is made in this Agreement to a Section,
such reference shall be to a Section of this Agreement unless otherwise
indicated. The headings contained m this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Wherever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation".
(e) This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
(f) This Agreement (including the documents and instruments
referred to herein) (i) constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof and (ii) is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.
(g) This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
any applicable conflicts of law.
10. Remedies. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in a court of the United States, this
being in addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto waives any right to trial by
jury with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
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EACH STOCKHOLDER AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT OR
PROCEEDING ARISING WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF
PENNSYLVANIA AND AGREES TO VENUE IN SUCH COURTS. EACH STOCKHOLDER HEREBY
APPOINTS THE SECRETARY OF UDC AS ITS AGENT FOR SERVICE OF PROCESS FOR PURPOSES
OF THE FOREGOING SENTENCE ONLY. EACH PARTY HERETO WAIVES ANY RIGHT TO JURY TRIAL
IN CONNECTION WITH ANY SUCH SUIT OR PROCEEDING.
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IN WITNESS WHEREOF, each of UDC and each Stockholder have caused this
Agreement to be signed by its respective officer thereunto duly authorized, all
as of the date first written above.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sidney D. Rosenblatt
------------------------
Name: Sidney D. Rosenblatt
Title: Chief Financial Officer
PINE RIDGE FINANCIAL INC.
By: /s/ Kenneth L. Henderson
------------------------
Name: Kenneth L. Henderson
Title: Attorney-in-fact
STRONG RIVER INVESTMENTS, INC.
By: /s/ Kenneth L. Henderson
------------------------
Name: Kenneth L. Henderson
Title: Attorney-in-fact
Schedule A
Number and Class of Securities
Name and Address of Stockholders Held by such Stockholder
-------------------------------- ------------------------
Pine Ridge Financial Inc. 2,500 shares of Preferred Stock
c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Ltd.
Vanterpool Plaza, 2nd Floor, Wickhams Cay I Note in the original principal amount of $7,500,000
Road Town, Tortola, British Virgin Islands
Warrants to purchase an aggregate 372,226 shares of
Common Stock
Strong River Investments, Inc. 2,500 shares of Preferred Stock
c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Ltd.
Vanterpool Plaza, 2nd Floor, Wickhams Cay I Note in the original principal amount of $7,500,000
Road Town, Tortola, British Virgin Islands
Warrants to purchase an aggregate 372,226 shares of
Common Stock