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EXHIBIT
VOTING AGREEMENT
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THIS VOTING AGREEMENT (this "Agreement") is entered into as of September
12, 2000 by and among Tallard Infologix, N.V., a Netherland corporation
("Tallard"), and Maida Vale Limited, a British Virgin Islands company ("Maida
Vale" and together with Tallard, the "MVT"), and Datamatics Technologies, Ltd.,
an Indian corporation (the "Datamatics").
RECITALS
WHEREAS, this Agreement is being entered into to induce the parties to
enter into the Stock Purchase Agreement, dated as of September 12, 2000, by and
among Tallard, Maida Vale and Datamatics (the "Stock Purchase Agreement"); and
WHEREAS, MVT and Datamatics desire to provide for the voting of their
respective shares of common stock, no par value per share, of Saztec
International, Inc. (the "Company") pursuant to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the parties hereto hereby agree, as of the Effective Time
(as defined below), as follows:
1. Voting.
1.1 Agreement to Vote.
(a) MVT Shares. Until the second anniversary of the date hereof,
each of Tallard and Maida Vale hereby irrevocably agrees to hold all shares
of voting capital stock of the Company now owned or hereafter acquired by
it, registered in its name or benefically owned by it as of the date hereof
(and any and all other securities of the Company legally or beneficially
acquired by it after the date hereof) (collectively, the "MVT Voting
Shares") subject to, and to vote the MVT Voting Shares in accordance with,
the provisions of this Agreement.
(b) Purchaser Shares. Until the second anniversary of the date
hereof, Datamatics hereby agrees to hold all shares of voting capital stock
of the Company now owned or hereafter acquired by it, registered in its
name or beneficially owned by it as of the date hereof (and any and all
other securities of the Company legally or beneficially acquired by it
after the date hereof) (collectively, the "Datamatics Shares") subject to,
and to vote the Datamatics Shares in accordance with, the provisions of
this Agreement.
1.2 Election of Directors. Until the second anniversary of the date
hereof, on all matters relating to the election of directors of the Company, MVT
and Datamatics shall vote all MVT Voting Shares and Datamatics Shares held by
them (or the holders thereof shall consent pursuant to an action by written
consent of shareholders) so as to elect members of the Company's Board of
Directors as follows:
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(a) one (1) individual nominated by MVT, so long as MVT owns in
the aggregate at least fifty percent (50%) of the Sellers Shares (as
defined in the Stock Purchase Agreement);
(b) subject to (a) above, the individuals nominated by
Datamatics, so long as Datamatics owns at least fifty percent (50%) of the
Shares (as defined in the Stock Purchase Agreement.
All of the above designees shall hold office, subject to their earlier removal
in accordance with the following sentence, in accordance with the Bylaws of the
Company and applicable corporate law, until their respective successors shall
have been elected and shall have qualified. In any vote taken to remove any
director (with or without cause) elected pursuant to this Section 1.2, or to
fill any vacancy created by the resignation or removal of a director elected
pursuant to this Section 1.2, MVT and Datamatics shall vote all MVT Voting
Shares and Datamatics Shares held by them in accordance with the instructions
provided by the party or parties entitled to nominate such director in
accordance with the provisions of this Section 1.2.
1.3 Fundamental Transactions. Until the second anniversary of the
date hereof, MVT shall vote all the MVT Voting Shares (or shall consent pursuant
to an action by written consent of shareholders) so as to approve or disapprove
the following matters of the Company (each a "Fundamental Transaction") in
accordance with the instructions provided by Datamatics:
(a) the sale of all or substantially all of the assets of the
Company;
(b) the acquisition of the Company by another corporation or
entity by consolidation, merger or other reorganization in which the
holders of the Company's outstanding voting stock immediately prior to such
transaction own, immediately after such transaction, securities
representing less than fifty percent (50%) of the voting power of the
corporation or other entity surviving such transaction, or any other
consolidation, merger or other reorganization involving the Company;
(c) the liquidation, dissolution, winding-up or similar
transaction of the Company;
(d) the amendment or proposed amendment of the articles of
incorporation or bylaws of the Company, provided that such amendment or
proposed amendment does not adversely affect the powers, preferences or
rights of either Seller as a shareholder of the Company;
(e) the reincorporation of the Company in a jurisdiction other
than California; and
(f) any matter relating to the Company's European operations.
In the event of a Fundamental Transaction, Datamatics shall deliver to each of
Tallard and Maida Vale a written notice, not less than five (5) days prior to
the vote for approval of such Fundamental Transaction, describing the
Fundamental Transaction and the instruction as to whether MVT should vote the
MVT Voting Shares to approve such Fundamental Transaction.
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1.4 Compliance with Laws. Notwithstanding any provision in this
Agreement, neither MVT nor Datamatics shall be bound by the terms and conditions
of this Section 1 if such compliance would result in a breach of this Agreement
or a violation of any applicable federal or state laws by either MVT or
Datamatics.
2. Further Assurances. Each party agrees that it will execute and deliver
all such additional documents, instruments and certificates, and take all such
other actions, as any other party hereto may from time to time reasonably
request in order to further carry out the transactions and agreements described
herein.
3. Arbitration. In the event that there shall be any dispute arising out of
or in any way relating to this Agreement, the contemplated transactions, or the
subject matter of any of the same, the parties covenant and agree as follows:
3.1 The parties shall first use their reasonable best efforts to
resolve such dispute among themselves, with or without mediation.
3.2 If the parties are unable to resolve such dispute among
themselves, such dispute shall be submitted to binding arbitration in
Washington, D.C., under the auspices of, and pursuant to the rules of, the
American Arbitration Association's Commercial Arbitration Rules as then in
effect, or such other procedures as the parties may agree to at the time, before
a tribunal of three (3) arbitrators, one (1) of which shall be selected by MVT,
one (1) of which shall be selected by Datamatics, and the third of which shall
be selected by the two (2) arbitrators so selected. Any award issued as a result
of such arbitration shall be final and binding between the parties, and shall be
enforceable by any court having jurisdiction over the party against whom
enforcement is sought. A ruling by the arbitrators shall be non-appealable. The
parties agree to abide by and perform any award rendered by the arbitrators. If
either MVT or Datamatics seek enforcement of the terms of this Agreement or
seeks enforcement of any award rendered by the arbitrators, then the prevailing
party (designated by the arbitrators) to such proceeding(s) shall be entitled to
recover its costs and expenses from the non-prevailing party, in addition to any
other relief to which it may be entitled. If a dispute arises and one party
fails or refuses to designate an arbitrator within thirty (30) days after
receipt of a written notice that an arbitration proceeding is to be held, then
the dispute shall be resolved solely by the arbitrator designated by the other
party and such arbitration award shall be as binding as if three arbitrators had
participated in the arbitration proceeding. Either MVT or Datamatics may cause
an arbitration proceeding to commence by giving the other party notice in
writing of such arbitration. The parties covenant and agree to act as
expeditiously as practicable in order to resolve all disputes by arbitration.
Notwithstanding anything in this Section 3 to the contrary, neither MVT nor
Datamatics shall be precluded from seeking court action in the event the action
sought is either injunctive action, a restraining order or other equitable
relief. The arbitration proceeding shall be held in English.
3.3 Legal process in any action or proceeding referred to in the
preceding section may be served on any party anywhere in the world.
3.4 Except as expressly provided herein and except for injunctions
and other equitable remedies that are required in order to enforce this
Agreement, no action may be brought in any court of law and EACH OF THE PARTIES
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WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN
ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Each
party acknowledges that it has been represented by legal counsel of its own
choosing and has been advised of the intent, scope and effect of this Section 3
and has voluntarily entered into this Agreement and this Section 3.
4. Governing Law. This Agreement shall be governed in all respects by the
laws of the Commonwealth of Pennsylvania, without regard to the conflicts of
laws principals of any jurisdiction; provided that if the Company ever becomes
incorporated under the laws of the State of Delaware, then the laws of such
state thereafter shall govern this Agreement without regard to the conflicts of
laws principals of any jurisdiction.
5. Successors and Assigns. This Agreement shall not be assignable by any
party hereto without prior written consent of the other parties; provided,
however, any party hereto may assign this Agreement to an affiliate without the
other party's prior written consent. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
6. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein.
7. Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
8. Amendment and Waiver.
8.1 This Agreement may be amended or modified only upon the written
consent of MVT and Datamatics.
8.2 The obligations of MVT and the rights of Datamatics under this
Agreement may be waived only with the written consent of the Datamatics.
8.3 The obligations of Datamatcis and the rights of the MVT under
this Agreement may be waived only with the written consent of the MVT.
9. Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any party, upon any breach, default or noncompliance by
another party under this Agreement shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of or in any similar breach,
default or noncompliance thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach,
default or noncompliance under this Agreement or any waiver on such party's part
of any provisions or conditions of this Agreement must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies under this Agreement, by law, or otherwise afforded to any party, shall
be cumulative and not alternative.
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10. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, and if not, then on the next
business day; or (c) two (2) business days after deposit with an internationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to MVT and Datamatics
at the addresses as set forth on the signature page hereof or at such other
address as MVT or Datamatics may designate by ten (10) days advance written
notice to the other parties hereto
11. Expenses. Each party shall pay all costs and expenses that it incurs
with respect to the negotiation, execution, delivery and performance of the
Agreement.
12. Titles and Subtitles. The titles of the sections and subsections of the
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
13. Counterparts. This Agreement may be executed in any number of
counterparts, including by facsimile signature, each of which shall be an
original, but all of which together shall constitute one instrument.
14. Effectiveness. This Agreement shall become effective as of the closing
of the transaction contemplated by the Stock Purchase Agreement (the "Effective
Time"), and only if such closing actually occurs.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the date set forth in the first paragraph hereof.
MVT: DATAMATICS:
TALLARD INFOLOGIX, N.V. DATAMATICS TECHNOLOGIES, LTD.
By: Signature Illegible By: Signature Illegible
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Name: Name:
Title: Title:
Address: Address:
MAIDA VALE LIMITED
By: Signature Illegible
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Name:
Title:
Address:
