VOTING AGREEMENT
This VOTING AGREEMENT, dated as of June 1, 2006, (this "Agreement"), by and
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between UC Hub Group, Inc., a Nevada corporation ("UC Hub"), the Wilcox Limited
Family Partnership ("WLFP"), and Larry Wilcox ("Wilcox") individually and as
trustee, custodian, or agent for WLFP and his children. WLFP and Wilcox are
collectively referred to as the "Principal Shareholder".
WHEREAS, UC Hub has entered into a transaction (the "Transaction"), upon
the terms and subject to the conditions set forth in the Acquisition Agreement
dated April 10, 2006 by and among UC Hub and PSPP Holdings, Inc., a Nevada
corporation ("PSPP");
WHEREAS, as a condition to its willingness to advance funds and/or close
under the Acquisition Agreement, PSPP has requested that Principal Shareholder
execute and deliver this Agreement;
WHEREAS, the Principal Shareholder is the owner of sufficient shares of the
outstanding capital stock of UC Hub (the "Securities") to exercise voting
control over UC Hub; and,
WHEREAS, as a material inducement for PSPP to enter into the Transaction,
Principal Shareholder agrees to: (i) in accordance with the terms hereof, not
transfer or otherwise dispose of any of such Securities or New Shares (as
defined below), or any and all other shares or securities of UC Hub issued,
issuable, exchanged or exchangeable in respect of any Securities or New Shares,
and (ii) vote such Securities as set forth herein.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of
the mutual agreements, covenants, representations and warranties contained
herein and intending to be legally bound hereby, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
Principal Shareholder agrees: (i) in accordance with the terms hereof, not to
transfer or otherwise dispose of any Securities or New Shares (as defined
below), or any other securities of UC Hub issued, issuable, exchanged or
exchangeable in respect of any Securities or New Shares, and (ii) vote such
Securities as set forth below.
1.1 Transfer and Encumbrance. The Principal Shareholder agrees to be
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subject to suck Principal Shareholder's Proxy (as defined in Section 3) and
agrees that it will not take or permit any action to, directly or indirectly,
(i) transfer, sell, assign, give, exchange or pledge, or otherwise dispose of or
encumber the Securities prior to the Expiration Date (as defined below), or to
make any offer or agreement relating thereto, at any time prior to the
Expiration Date; (ii) deposit any of the Securities into a voting trust or enter
into a voting agreement or arrangement with respect to such Securities or grant
any proxy (except for Proxy (as defined in Section 3 below)) or power of
attorney with respect thereto, in each case, in a manner that conflicts or may
conflict with the Principal Shareholder's obligations hereunder, or (iii) enter
into any contract,
option or other arrangement or undertaking with respect to the direct or
indirect sale, assignment, transfer, exchange or other disposition of or
transfer of any interest in or the voting of any of the Securities, in each
case, in a manner that conflicts or may conflict with the Principal
Shareholder's obligations hereunder. As used herein, the term "Expiration Date"
shall mean the earlier to occur of (i) the Effective Time (as such term is
defined in the Acquisition Agreement), and (ii) the date on which the
Acquisition Agreement is terminated in accordance with its terms (including any
extensions to the Acquisition Agreement, as provided for therein).
1.2 New Shares. The Principal Shareholder agrees that any shares or
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securities of the capital stock of UC Hub mat Principal Shareholder purchases or
with respect to which Principal Shareholder otherwise acquires beneficial
ownership after the date of this Agreement and prior to the Expiration Date (the
"New Shares"), and any and all other snares or securities of UC Hub issued,
issuable, exchanged or exchangeable prior to the Expiration Date in respect of
any New Shares, shall be subject to the terms and conditions of this Agreement
to the same extent as if they constituted Securities.
2. AGREEMENT TO VOTE.
Prior to me Expiration Date, at every meeting of the Principal Shareholders
of UC Hub called with respect to any of the following, and at every postponement
or adjournment thereof, and on every action or approval by written consent of
the Principal Shareholder of UC Hub with respect to any of the following, the
Principal Shareholder agrees to vote such Securities, and, to the extent
applicable, cause holders of record of such Securities to vote: (i) in favor of
approval of the Acquisition Agreement, the transactions contemplated thereby and
any matter that could reasonably be expected to facilitate the Transaction; (ii)
in favor of any alternative structure as may be agreed upon by UC Hub and PSPP
to effect the Transaction; provided that such alternative structure is on terms
in the aggregate no less favorable to the Principal Shareholder than the terms
of the Transaction set forth in the Acquisition Agreement; and (iii) against the
consummation of any alternative to the Transaction. Prior to the Expiration
Date, the Principal Shareholder will not enter into any agreement or
understanding with any person or entity to vote or give instructions in any
manner inconsistent with this Section 2.
3. PROXY.
Concurrent with the execution of this Agreement, the Principal Shareholder
agrees to deliver to UC Hub a proxy in the form attached hereto as Exhibit A
(the "Proxy") covering the total number of securities beneficially owned or as
to which beneficial ownership is acquired (as such term is defined in Rule 13d-3
under the Exchange Act) by such Principal Shareholders. The Proxy shall not be
terminated prior to the Expiration Date by any act of the Principal Shareholder
or by operation of law, whether by the death or incapacity of the Principal
Shareholder or by the occurrence of any other event or events (including,
without limitation, the termination of any trust or estate for which the
Principal Shareholder is acting as a fiduciary or fiduciaries or the dissolution
or liquidation of any corporation or partnership). If between the execution
hereof and the Expiration Date, the Principal Shareholder should die or become
incapacitated, or if any trust or estate holding the Securities should be
terminated, or if any corporation or partnership holding the Securities should
be dissolved or liquidated, or if any other such similar event or events shall
occur before the Expiration Date, certificates representing the Securities shall
be delivered by or on behalf of the Principal Shareholder in accordance with the
terms and conditions of this Agreement, and actions taken by UC Hub hereunder
shall be as valid as if such death, incapacity, termination, dissolution,
liquidation or other similar event or events had not occurred, regardless of
whether or not UC Hub has received notice of such death, incapacity,
termination, dissolution, liquidation or other event.
4. NO OPPOSITION.
Prior to the Expiration Date the Principal Shareholder agrees not to take,
or cause to be taken, any action inconsistent with the consummation of the
Transaction and the transactions contemplated by the Acquisition Agreement.
Prior to the Expiration Date, the Principal Shareholder agrees to take, or cause
to be taken, all actions necessary to facilitate, encourage or otherwise support
the Transaction and the transactions contemplated by the Acquisition Agreement.
5. ACKNOWLEDGEMENT.
The parties acknowledge and agree that neither UC Hub, nor the successors,
assigns, subsidiaries, divisions, employees, officers, directors, stockholders,
agents and affiliates of UC Hub shall owe any duty to, whether in law or
otherwise, or incur any liability of any kind whatsoever, including without
limitation, with respect to any and all claims, losses, demands, causes of
action, costs, expenses (including reasonable attorneys fees) and compensation
of any kind or nature whatsoever to the Principal Shareholder in connection with
or as a result of any voting (or refrain from voting) by UC Hub of the
Securities subject to the Proxy hereby granted to UC Hub at any annual, special
or other meeting or action of the stockholders of UC Hub, or the execution of
any consent of the stockholders of UC Hub. The parties acknowledge that,
pursuant to the authority hereby granted under the Proxy, UC Hub may, in
accordance with the terms of the Proxy, vote the Securities in furtherance of
its own interests, and UC Hub is not acting as a fiduciary for the Principal
Shareholder; provided however that UC Hub shall vote the Securities in
accordance with Section 2.
6. AUTHORIZATION.
The Principal Shareholder has all requisite power and authority to execute
and deliver this Agreement and the Proxy and to consummate the transactions
contemplated hereby and thereby and has sole voting power and sole power of
disposition, with respect to all of the Securities with no restrictions on its
voting rights or rights of disposition pertaining thereto. The Principal
Shareholder has duly executed and delivered this Agreement, and this Agreement
is a legal, valid and binding agreement of the Principal Shareholder,
enforceable against the Principal Shareholder in accordance with its terms.
7. FURTHER ASSURANCES.
The Principal Shareholder hereby covenants and agrees to execute and
deliver, or cause to be executed or delivered, such additional proxies,
consents, waivers and other instruments,
and undertake any and all further action, necessary or desirable, in the
reasonable opinion of UC Hub or PSPP, to carry out the purpose and intent of
this Agreement and to consummate the Transaction under the terms of the
Acquisition Agreement or any other agreement to which such Principal Shareholder
is a party.
8. TERMINATION.
This Agreement and the Proxy delivered in connection herewith shall
terminate and shall have no further force or effect as of the next meeting of
the shareholders of UC Hub, or date of the next action taken by majority written
consent of the shareholders of UC Hub, whichever first occurs; provided that
nothing herein shall relieve any party from liability hereof for breaches of
this Agreement and/or the Proxy prior to such date.
9. MISCELLANEOUS.
9.1 Waiver. No waiver by any party hereto of any condition or any
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breach of any term or provision set forth in this Agreement shall be effective
unless in writing and signed by each party hereto. The waiver of a condition or
any breach of any term or provision of this Agreement shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of any term
or provision of this Agreement.
9.2 Severability. In me event that any term, provision, covenant or
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restriction set forth in this Agreement, or the application of any such term,
provision, covenant or restriction to any person, entity or set of
circumstances, shall be determined by a court of competent jurisdiction to be
invalid, unlawful, void or unenforceable to any extent, the remainder of the
terms, provisions, covenants and restrictions set forth in this Agreement, and
the application of such terms, provisions, covenants and restrictions to
persons, entities or circumstances other than those as to which it is determined
to be invalid, unlawful, void or unenforceable, shall remain in full force and
effect, shall not be impaired, invalidated or otherwise affected and shall
continue to be valid and enforceable to the fullest extent permitted by
applicable law.
9.3 Binding Effect and Assignment. This Agreement and all of the
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provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without the prior written consent of the other.
9.4 Amendment and Modification. This Agreement may not be modified,
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amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.
9.5 Governing Law. This Agreement shall be governed by and construed,
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interpreted and enforced in accordance with the internal laws of the State of
Nevada without giving effect to any choice or conflict of law provision, rule or
principle (whether of the State of Nevada or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Nevada.
9.6 Entire Agreement. This Agreement and the Proxy contain the
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entire understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matters.
9.7 Counterparts. This Agreement may be executed in any number of
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counterparts and delivered by facsimile, each of which when so executed and
delivered shall be deemed an original.
9.8 No Limitation on Actions of Wilcox as Director. Notwithstanding
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anything to the contrary in this Agreement, nothing in this Agreement,
including, without limitation, Sections 4 and 7, is intended or shall be
construed to require Wilcox, as a officer or director of UC Hub, to act or to
fail to act in accordance his fiduciary duties in such capacity.
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the day and year first above written.
UC HUB GROUP, INC. WILCOX LIMITED FAMILY
PARTNERSHIP
/s/ Larry Wilcox /s/ Larry Wilcox
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By: Larry Wilcox 6/1/06 By: Larry Wilcox 6/1/06
Its: President Its:
Dated: May 31, 2006 Dated: May 31, 2006
LARRY WILCOX, individually and as trustee, custodian, or agent for WLFP and his
children
/s/ Larry Wilcox
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By: 6/1/06
Dated: May 31, 2006
SECURITIES SUBJECT TO THE VOTING AGREEMENT
Wilcox Limited Family Partnership
Includes 18,971 shares of UC Hub Group, Inc. common stock and 1,595,277.67
shares of UC Hub Group, Inc. Series A preferred stock owned by the Wilcox
Limited Family Partnership, 21,666.67 shares of Series A preferred stock owned
by two minor children of Mr. Wilcox, 187,500 shares of common stock exercisable
upon exercise of options that are vested or will vest within 60 days, and
586,876 shares of our common stock owned by Mr. Wilcox's children.
EXHIBIT A
UC HUB GROUP, INC.
10390 COMMERCE CENTER DRIVE, SUITE 250
RANCHO CUCAMONGA CA 91730
The undersigned hereby appoints _____________________, proxy to represent
the undersigned, with full power of substitution, to vote all shares of common
and preferred stock UC HUB GROUP, INC. held of record by the undersigned, at any
regular or special meeting of stockholders or any adjournment thereof, with all
the powers the undersigned would possess if personally present, upon the matters
contained in any notice of stockholder's meeting and with discretionary
authority with respect to such other matters as may properly come before the
meeting or any adjournment thereof. Similarly, the proxy designated above shall
have the full power and authority to act by written consent without a meeting.
The undersigned hereby revokes any proxies heretofore given in connection with
any future meetings.
Dated: May 31, 2006
WILCOX LIMITED FAMILY PARTNERSHIP
By: /s/ Larry Wilcox
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Name: Larry Wilcox
Title: Pres/CEO UC HUB
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Gen Partner - WLFP