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Exhibit 20.06
VOTING AGREEMENT
This Voting Agreement is made and entered into as of the 8th day of July
2000, among EZConnect, Inc., a Nevada corporation ("EZConnect"); EZConnect
Merger Co., a Nevada corporation ("Merger Sub"); Encore Wireless, Inc., a
California corporation ("Encore"); Kevin Hamilton, an individual; and Tod M.
Turley; an individual. The parties are sometimes referred to collectively
herein as the "Parties" or individually as a "Party," and Messrs. Turley and
Hamilton are sometimes referred to collectively herein as the "Encore
Shareholders."
RECITALS
WHEREAS, EZCONNECT, Encore and EZCONNECT Merger Co., a Nevada
corporation ("Merger Sub"), will concurrently with the execution of this
Agreement enter into an Agreement and Plan of Merger (the "Merger Agreement")
providing, among other items, for the merger of Merger Sub with and into
Encore (the "Merger"); and
WHEREAS, the Encore Shareholders are directors and executive officers of
Encore and have been actively involved in negotiating the terms and conditions
of the Merger Agreement; and
WHEREAS, the Encore Shareholders own in excess of 90% of the issued and
outstanding shares of capital stock of Encore, are able to cause any item of
business submitted to the shareholders of Encore for their consideration and
approval to be approved, and are anticipated to receive personal benefits from
the Merger as a result of their significant shareholdings in Encore; and
WHEREAS, as an inducement to EZCONNECT and Merger Sub to enter into the
Merger Agreement and to expend their resources in preparation for the closing
of the transactions contemplated by the Merger Agreement, the Encore
Shareholders have agreed to vote all shares of capital stock of Encore owned
by them, directly or indirectly, in favor of approval of the Merger Agreement,
the Merger and the other transactions contemplated by the Merger Agreement;
and
WHEREAS, the parties desire to enter into this Agreement to set forth
the terms of their agreements;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parties agree as follows:
1. The above recitals are incorporated herein by reference.
2. The Encore Shareholders represent that they own of record shares of
Encore capital stock constituting over 90% of the voting power of Encore, and
hereby irrevocably vote and agree to vote all such shares of Encore capital
stock owned by them in favor of the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement. Such votes shall be cast
at a special shareholders meeting of the Encore shareholders for the purpose
of considering and voting on such proposals or by a unanimous or majority
consent in lieu of meeting of the Encore shareholders to the extent provided
by and permitted under the California Corporations Code and the applicable
charter provisions of Encore.
3. Encore agrees to take such steps as may be necessary or desirable to
cause the votes of the Encore Shareholders as provided above to be duly
counted and voted so that the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement will be formally approved by
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the shareholders of Encore as soon as practicable following the execution of
this Agreement.
Dated as of the date first written above.
EZCONNECT: EZCONNECT, Inc.
By____________________________
J. Greg Spencer, President
Merger Sub: EZCONNECT Merger Co.
By_____________________________
J. Greg Spencer, President
Encore: Encore Wireless, Inc.
By____________________________
Kevin Hamilton, President
The Encore Shareholders:
_______________________________
Kevin Hamilton
________________________________
Tod M. Turley
