Exhibit 4.2
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into as of
this 26th day of October, 1999 by and between ZDG Holdings Inc. ("ZDG") and Glen
Akselrod (the "Shareholder").
RECITAL
WHEREAS, ZDG and the Shareholder are each shareholders of
Level Jump Financial Group, Inc. ("Company");
WHEREAS, ZDG and the Shareholder wish to enter into an
agreement whereby ZDG would be entitle vote in all matters presented to the
shareholders of the Company, including but not limited to the holders of shares
of Common Stock and Preferred Stock owned directly and indirectly by the
Shareholder;
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual covenants set forth below, the parties hereto agree as follows:
1. Voting Terms.
(a) During the term of this Agreement, ZDG shall
have the right to vote all the capital shares of the Company with voting rights,
including but not limited to the Common Stock and Preferred Stock of the
Company, owned either directly or indirectly by the Shareholder ("Securities")
as specified on the attached Schedule A hereto (including all Securities issued
as dividends or distributions in respect thereof and as adjusted to reflect
splits, combinations and conversions of the Securities as a result of the change
in par value, merger, combination, exchange or otherwise), on all matters
presented to the vote of the shareholders of the Company, either as separate
classes or together as a single class, as ZDG determines in its sole discretion;
provided, however, that this Agreement shall not grant to ZDG the right to vote
the Securities in connection with any transaction or contract between the
Company and one or more of the Company's directors or officers, or between the
Company and any other entity in which one or more of the Company's officers or
directors is an officer or director or has a financial interest. The right to
vote the Securities during the term of this Agreement is given irrevocably by
Shareholder.
Notwithstanding the forgoing, the Securities
are subject to an option granted by the Shareholder to ZDG of even date
herewith, and it is agreed by the parties hereto, that to the extent the option
is exercised by ZDG, the number of Securities to which this Agreement applies
and represented by the option shares will be decreased.
(b) For purposes of clarification, and not as a
limitation, the right to vote the Securities shall extend to all matters
presented to the shareholders of the Company including approvals of mergers,
combinations, and acquisitions regardless of whether the Company is the
surviving entity, reorganizations, recapitalizations, reclassifications, stock
splits or exchanges, stock dividends, combinations of the capital securities of
the Company, any change in the rights and privileges of the capital securities
of the Company, any amendments to the certificate of incorporation of the
Company and the election of directors.
(c) The term Company will include any successor
to the Company by means of merger, combination or exchange.
2. Power of Appointment. During the term of this Agreement,
ZDG has the power to appoint another shareholder of the Company with the
authority to exercise the voting rights granted under this Agreement. Such power
of appointment may be limited as to time, a specific meeting, a specific issue
or may be unlimited or permanent, as ZDG determines in its sole discretion. The
Shareholder agrees that he shall not be entitled to notice of any exercise of
the above power of appointment.
3. Termination. This Agreement shall terminate on and be of no
further force or effect after October 26, 2004.
4. Entire Agreement; Modifications and Amendments; Addition of
Shareholders. This writing constitutes the entire Agreement of the parties with
respect to the subject matter hereof and may not be modified, amended or
terminated (other than in accordance with its terms) except by a written
agreement specifically referring to this Agreement signed by the Company, ZDG,
and the Shareholder. Notwithstanding the foregoing, any holder of shares of the
capital stock of the Company may subsequently be added as a party to this
Agreement as a "Shareholder" and bound by and entitled to the terms and
conditions herein by the execution of a signature page to this Agreement without
the agreement of any other Shareholder.
5. Waivers. No waiver of any breach or default hereunder shall
be considered valid unless in writing and signed by the party giving such
waiver, and no such waiver shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
6. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of each party hereto, its successors and assigns.
Otherwise, this Agreement shall not create any rights for the benefit of any
third party.
7. Legends. Each stock certificate issued after the date
hereof evidencing shares of the Company's capital stock subject to the
provisions of this Agreement (including any shares issued upon a transfer, stock
split, stock dividend, recapitalization, merger or other similar event) shall at
all times during the term of this Agreement bear the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A VOTING AGREEMENT DATED AS OF OCTOBER26, 1999.
BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
THE INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME
BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE
OF THE COMPANY.
8. Titles and Subtitles. The section headings contained herein
are for convenience only and are not intended to define or limit the contents of
said sections.
9. Cooperation. Each party hereto shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested by any other party in order to carry out the provisions and purposes
of this Agreement.
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10. Counterparts. This Agreement may be executed in one or
more counterparts, all of which taken together shall be deemed one original.
11. Governing Law. This Agreement and all amendments hereof
shall be governed by and construed in accordance with the laws of the State of
Colorado, disregarding any principles of conflicts of laws that would otherwise
provide for the application of the substantive laws of another jurisdiction.
12. Specific Performance. Without limiting the rights of each
party hereto to pursue all other legal and equitable rights available to such
party for any other party's failure to perform its obligations under this
Agreement, each such party acknowledges and agrees that the remedy at law for
any failure to perform obligations hereunder would be inadequate and all such
parties shall be entitled to specific performance, injunctive relief or other
equitable remedies in the event of any such failure.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
ZDG HOLDINGS INC.
BY:___________________________
Robert Landau, President
______________________________
Glen Akselrod
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SCHEDULE A
Corresponding Number of
Class of Certificate Representing
Name of Shareholder Security Number of Shares Security
- ------------------- -------- ---------------- -----------------------
Glen Akselrod Common 183,272
Stock
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