EXHIBIT 4.1
VOTING AGREEMENT dated July 12, 1999
among the persons listed on the
signature pages hereof.
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Certain of the parties hereto presently serve as directors of Unity
First Acquisition Corp., a Delaware corporation ("Unity"), and such parties,
as well as certain of their Affiliates (as such term is defined in the Merger
Agreement) are also stockholders of Unity ("Current Stockholders"). The
other parties hereto are directors, and are also stockholders ("New
Stockholders") of GraphOn Corporation, a California corporation (the
"Company").
Unity and the Company have entered into an Agreement and Plan of Merger
and Reorganization (the "Merger Agreement") pursuant to the terms of which
the Company will merge with and into Unity, with Unity being the corporation
surviving the merger (the "Merger"). Upon consummation of the Merger, shares
of common stock of the Company will be converted into shares of common stock,
$.0001 par value, of Unity ("Unity Shares").
The Current Stockholders and the New Stockholders (collectively the
"Stockholders") are entering into this instrument to evidence their agreement
with respect to the voting of Unity Shares owned by each as to the election
of directors, and certain related matters.
NOW, THEREFORE, the parties agree as follows:
1. VOTING
Each Stockholder agrees to vote all Unity Shares over which he
possesses voting power in favor of the election of a slate of directors of
Unity comprised of (i) one designee of the Current Stockholders and (ii) not
less than six designees of the New Stockholders.
2. NOMINATION OF SLATE
Each Stockholder agrees to use all reasonable efforts to cause the
management of Unity to propose as candidates for the management slate of
directors nominees comprised of (i) one designee of the Current Stockholders
and (ii) not less than six designees of the New Stockholders.
3. PRESENCE FOR QUORUM PURPOSES
Each Stockholder agrees that at any duly called meeting of
Stockholders of Unity called for the purpose, among others, of electing
directors, he shall be present in person or by proxy for purposes of
establishing a quorum.
4. ELECTION OF NEW DIRECTORS
Immediately prior to the Effective Time (as defined in the Merger
Agreement), the Current Stockholders as directors of Unity will (A) pursuant
to the provisions of Unity's By-Laws, increase the number of Unity's
directors to at least seven (7), (B) elect not less than seven (7) persons
designated by the Current Stockholders as the new directors of Unity, and
such Current Stockholders will resign as officers of Unity and (other than
Lawrence Burstein) resign as directors of Unity, effective upon consummation
of the Merger so that Unity's board of directors shall, immediately after the
Merger, be composed of the persons contemplated by Section 1 above.
5. NO RESTRAINT ON ALIENATION
The above provisions as to the voting of Unity Shares apply to all
Unity Shares owned by each Stockholder at the time of voting or other taking
of action but are not intended to, and shall not, limit the freedom of each
Stockholder to sell, transfer or otherwise dispose of any Unity Shares owned
by him in accordance with applicable law, but subject to any other
contractual limitation agreed to by such Stockholder.
6. COOPERATION
The parties will cooperate in good faith with each other in
carrying out the provisions of this Agreement.
7. TERM
This Agreement shall remain in full force and effect for a period
of one (1) year following the date hereof.
8. COUNTERPARTS
This Voting Agreement may be executed in counterparts, each of
which shall constitute an original, and all of which originals, when taken
together, shall constitute one and the same Agreement.
9. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
/s/ Walter Keller
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Walter Keller
/s/ Thomas A. Bevilacqua
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Thomas A. Bevilacqua
/s/ Eric Kim
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Eric Kim
/s/ Robert Dilworth
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Robert Dilworth
/s/ August P. Klein
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August P. Klein
/s/ Michael O'Reilly
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Michael O'Reilly
/s/ Robin Ford
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Robin Ford
/s/ Edmund Becmer
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Edmund Becmer
/s/ Vince Pfeifer
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Vince Pfeifer
COREL CORPORATION
/s/ Mitch Desrochers
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By: Mitch Desrochers
Title: Vice President Finance and Controller
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KEVIN KIMBERLIN PARTNERS
/s/ Kevin Kimberlin
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By: Kevin Kimberlin
Title: General Partner
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