EXHIBIT H
VOTING RIGHTS AGREEMENT
THIS VOTING RIGHTS AGREEMENT (this "Agreement"), dated
as of November 8, 1995, by and among certain holders of shares of
the outstanding Common Stock, $.01 par value (the "Common Stock")
of American Communications Services, Inc. a Delaware corporation
(the "Company"), and certain holders of the outstanding shares of
9% Series A-1 Convertible Preferred Stock, $1.00 par value and 9%
Series B-1 Convertible Preferred Stock, $1.00 par value, 9%
Series B-2 Convertible Preferred Stock, $1.00 par value, and 9%
Series B-3 Convertible Preferred Stock, $1.00 par value
(collectively the "Preferred Stock") of the Company set forth in
Schedule I hereto (collectively the "Voting Shareholders").
R E C I T A L S
WHEREAS, the Voting Shareholders deem it to be in their
best interests, and in the best interests of the Company, that
they should vote their shares of Preferred Stock and Common Stock
in the manner set forth herein in connection with the election of
the Board of Directors (the "Board") of the Company;
WHEREAS, the Voting Shareholders and the Company are
parties to a Governance Agreement of even date hereof (the
"Governance Agreement") which, among other things, governs the
election of the Board until such time as the Amended and Restated
Certificate of Designations (the "Amended Certificate") which is
attached as an exhibit to the Governance Agreement is approved by
the stockholders of the Company and filed with the Secretary of
State of the State of Delaware (the "Effectiveness of the Amended
Certificate"); and
WHEREAS, in accordance with the Governance Agreement or
upon the Effectiveness of the Amended Certificate, as the case
may be, the Board shall consist of seven members, four of whom
shall be elected by the holders of the Common Stock and three of
whom shall be elected by the holders of the Preferred Stock (the
"Standard Board Structure"), provided that, except as otherwise
provided in Section 6(b)(ii) of the Amended Certificate, in the
event of a "Triggering Event" as defined in the Amended
Certificate, the Board shall be increased to, and for the period
provided in Section 6(b)(ii) of the Amended Certificate shall be
maintained at, 11 members, four of whom shall be elected by the
holders of the Common Stock and seven of whom shall be elected by
the holders of the Preferred Stock (the "Triggering Event Board
Structure"); and
WHEREAS, pursuant to the Governance Agreement, it is
deemed that a Triggering Event would have occurred on or prior to
June 25, 1995 and would have been cured on June 26, 1995.
NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the parties hereto
hereby agree as follows:
1. Election of Directors
1.1 Except as otherwise set forth in Section 4
hereof, in any election of directors pursuant to the Governance
Agreement or the Amended Certificate, as the case may be, whether
pursuant to an annual or special meeting of shareholders or
otherwise ("Election of Directors"), held during a period in
which the Standard Board Structure is in effect, the Voting
Shareholders agree to vote all of the shares of Preferred Stock
which they then own in the following manner:
(i) for ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇,
designated by The ▇▇▇▇ Alternative Income Fund,
L.P. ("▇▇▇▇"), as Preferred Directors (as defined
in the Amended Certificate); and
(ii) for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, designated by ING Equity
Partners, L.P.I. ("ING"), as a Preferred Director.
1.2 Except as otherwise set forth in Section 4
hereof, in any Election of Directors held during a period in
which the Standard Board Structure is in effect, the Voting
Shareholders agree to vote all of the shares of Common Stock
which they then own in the following manner:
(i) for ▇▇▇▇▇ ▇▇▇▇▇▇, designated by ▇▇▇▇ as a director
to be elected by the holders of the Common Stock
(the "Common Directors");
(ii) for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, designated by Apex
Investment Fund II, L.P. ("Apex") as a Common
Director;
(iii) prior to the ING Deferred Closing Failure (as
defined in Section 4), if any, for ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, designated by ING as a Common Director; and
(iv) for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, designated by ▇▇▇▇ and
ING as a Common Director.
1.3 Except as otherwise set forth in Section 4
hereof, in any Election of Directors held during a period in
which the Triggering Event Board Structure is in effect, the
Voting Shareholders agree to vote all of the shares of Preferred
Stock which they then own in the following manner:
(i) for ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ designated by ▇▇▇▇ as
Preferred Directors;
(ii) prior to the ING Deferred Closing Failure, if any,
for Olivier L, Trouveroy and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
and thereafter for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (but not both), designated by
ING as Preferred Directors; and
(iii) for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ designated by Apex as a
Preferred Director.
1.4 Except as otherwise set forth in Section 4
hereof, in any Election of Directors held during a period in
which the Triggering Event Board Structure is in effect, the
Voting Shareholders agree to vote all of the shares of Common
Stock which they then own in the following manner:
(i) for ▇▇▇▇▇ ▇▇▇▇▇▇▇ designated by ▇▇▇▇ as a Common
Director;
(ii) for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ each
designated by ▇▇▇▇ and ING as a Common Director;
and
(iii) for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ designated by ING as a Common
Director.
1.5 The Voting Shareholders shall have, from time
to time, the right to substitute other designees in the place and
stead of their respective designees provided for herein. The
Voting Shareholders agree to vote all of the shares of Common
Stock or Preferred Stock, as the case may be, which they then own
for any such substituted designee in any Election of Directors.
1.6 A Voting Shareholder may, from time to time,
notify the other Voting Shareholders that it wishes that they
vote all of their shares of Common Stock or Preferred Stock, as
the case may be, for the removal from the Board of any of that
Voting Shareholder's designees to the Board, with or without
cause, and the Voting Shareholders agree to vote all of the
shares of Common Stock or Preferred Stock, as the case may be,
which they then own to remove such designees from the Board and,
if necessary, to call a special meeting of stockholders for the
purpose of voting on the removal of such designees.
1.7 Any Voting Shareholder seeking to substitute
or remove a director pursuant to Sections 1.5 or 1.6 hereof shall
notify all of the other Voting Shareholders of such action,
identifying the designees who are the subject of such action.
1.8 (i) The Common Director designated by ▇▇▇▇
and ING pursuant to Section 1.2(iv)
hereof shall not be an employee,
associate or affiliate of ▇▇▇▇ or ING.
(ii) The Common Director designated by ▇▇▇▇
pursuant to Section 1.4(i) hereof shall not
be an employee, associate or affiliate of
▇▇▇▇; the Common Directors designated by ▇▇▇▇
and ING pursuant to Section 1.4(ii) hereof
shall not be an employee, associate or
affiliate of ▇▇▇▇ or ING and one of whom
shall be the Chairman of the Board; and the
Common Director designated by ING pursuant to
Section 1.4(iii) hereof shall not be an
employee, associate or affiliate of ING and
shall be the president of the Company.
1.9 In any case where ▇▇▇▇ and ING shall have the
right jointly to designate a director, (i) such designee shall
require the approval of both ▇▇▇▇ and ING and the refusal or
failure of either ▇▇▇▇ or ING to approve such designee shall
prohibit such person from standing for election to the Board,
provided, that the entire Board shall then have the right to
designate a substitute designee if ▇▇▇▇ and ING cannot agree upon
a substitute designee prior to the applicable Election of
Directors and (ii) the removal of such designee from the Board
shall require the consent of either ▇▇▇▇ or ING.
2. Certain Committees
Except as otherwise set forth in Section 4 hereof,
the Voting Shareholders agree to use their best efforts to cause
their respective nominees who are then serving on the Board to
appoint members to the Compensation Committee and Audit Committee
of the Board, subject in all cases to such nominees fiduciary
duty as a director, as follows:
(a) One director who was designated by ▇▇▇▇, one
director who was designated by APEX and, prior to the ING
Deferred Closing Failure, if any, one director who was designated
by ING shall be appointed to the Compensation Committee; and
(b) One director who was designated by ▇▇▇▇ and,
prior to the ING Deferred Closing Failure, if any, one director
who was designated by ING shall be appointed to the Audit
Committee.
3. Boards of Subsidiaries
Except as otherwise set forth in Section 4 hereof,
the Voting Shareholders agree to use their best efforts to cause
their respective nominees who are then serving on the Board,
subject in all cases to such nominees' fiduciary duty as a
director, to cause the board of directors of each of the
subsidiaries of the Company to be composed of three members, one
of whom shall be a Common Director designated by ▇▇▇▇ and ING,
one of whom shall be a Preferred Director designated by ▇▇▇▇ and
prior to the ING Deferred Closing Failure, if any, one of whom
shall be a Preferred Director designated by ING.
4. Limitations on Rights
In the event ING fails to purchase all of the
Deferred Shares (as such term is defined in a certain Series B
Preferred Stock and Warrant Purchase Agreement, dated June 26,
1995 by and among the Company and the purchasers named therein
(the "Series B Purchase Agreement")), in accordance with Section
2.4 of the Series B Purchase Agreement notwithstanding the
fulfillment or waiver of all the conditions specified in Section
2.3(b) of the Series B Purchase Agreement or ING fails to
purchase all of the Deferred Shares within five business days
following the Company's closing of an offering of notes and
warrants resulting in gross proceeds of at least $80 Million (the
"ING Deferred Closing Failure"), each of the parties shall take
all necessary action (including voting all of its shares of
capital stock)), to remove (a) ING's designees to the committees
of the board of directors pursuant to Section 2, (b) ING's
designees as a Common Director under Section 1.2(iii), (c) one of
ING's designees as Preferred Director under Section 1.3(ii), and
(d) ING's designee to the board of directors of each of the
Company's subsidiaries under Section 3.
5. General Provisions
5.1. Amendments. This Agreement may be amended,
or supplemented at any time only by a written instrument duly
executed by ▇▇▇▇ and ING.
5.2 Contents of Agreement, Parties in Interest,
Assignment. This Agreement sets forth the entire understanding
of the parties with respect to the subject matter hereof. Any
previous agreements or understandings between the parties
regarding the subject hereof are merged into and superseded by
this Agreement. All terms and conditions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by
the respective heirs, legal representatives, successors and
permitted assigns of the parties hereto. If any transferee of
any Voting Shareholder shall acquire any shares of Preferred
Stock or any shares of Common Stock from such Voting
Shareholders, in any manner, whether by operation of law or
otherwise, such shares shall be held subject to all of the terms
of this Agreement, and by taking and holding such shares such
transferee shall be entitled to receive the benefits of and be
conclusively deemed to have agreed to be bound by and to comply
with all of the terms and provisions of this Agreement.
5.3 Severability. In the event that any one or
more of the provisions contained in this Agreement shall be
invalid or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions of this
Agreement shall not be in any way impaired.
5.4 Headings. The heading of the Sections and
the subsections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
5.5 Notices. Any notice, request, claim, demand,
document and other communication hereunder to any party shall be
effective upon receipt (or refusal of receipt) and shall be in
writing and delivered personally or sent by telex or telecopy
(with such telex or telecopy confirmed promptly in writing sent
by first class mail), or first class mail, or other similar means
of communications, as follows:
(i) If to ▇▇▇▇, addressed to The ▇▇▇▇ Alternative
Income Fund, L.P., ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Telecopier Number (▇▇▇) ▇▇▇▇▇▇▇;
(ii) If to ING, addressed to ING Equity Partners, L.P.,
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Telecopier Number (▇▇▇) ▇▇▇-▇▇▇▇; or
(iii) If to a Voting Shareholder other than ▇▇▇▇ or ING,
to the address of such Voting Shareholder set
forth in the stock records of the Company;
or, in each case, to such other address or telex or
telecopy number as such party may designate in writing to each
Voting Shareholder by written notice given in the manner
specified herein.
All such communications shall be deemed to have been
given, delivered or made when so delivered by hand or sent by
telex (answer back received) or telecopy, or five business days
after being so mailed.
5.6 LITIGATION. THIS AGREEMENT SHALL BE GOVERNED
BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS
AGREEMENT, THE NONBREACHING PARTIES WOULD BE IRREPARABLY HARMED
AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN
ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW
OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR
INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. EACH PARTY AGREES THAT
JURISDICTION AND VENUE WILL BE PROPER IN THE SOUTHERN DISTRICT OF
NEW YORK AND WAIVES ANY OBJECTIONS BASED UPON FORUM NON
CONVENIENS. EACH PARTY WAIVES PERSONAL SERVICE OF PROCESS AND
AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR
PROCEEDING SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL
JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL TO THE
PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT, OR AS OTHERWISE
PROVIDED BY THE LAWS OF THE STATE OF NEW YORK OR THE UNITED
STATES. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 5.6 SHALL
NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT
OBTAINED IN ANY OTHER FORUM OR THE TAKING OF ANY ACTION UNDER
THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE
JURISDICTION.
5.7 Counterparts. This Agreement may be executed
in counterparts, each of which shall be considered an original,
but all of which together shall constitute the same instrument.
5.8 Recapitalization, Exchanges, Etc., Affecting
the Stock; New Issuances. The provisions of this Agreement shall
apply, to the full extent set forth herein, with respect to the
Common Stock and the Preferred Stock now held or hereafter
acquired by the Voting Shareholders, and to any and all equity or
debt securities of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets, or
otherwise) which may be issued in respect of, in exchange for, or
in substitution of, such equity or debt securities and shall be
appropriately adjusted for any stock dividends, splits, reverse
splits, combinations, reclassification, recapitalization,
reorganizations and the like occurring after the date hereof.
5.9 Endorsement of Certificates.
(i) Upon the execution of this Agreement, in addition
to any other legend which the Company may deem
advisable under the Securities Act and certain
state securities laws, all certificates
representing shares of issued and outstanding
Common Stock and Preferred Stock held by the
Voting Shareholders shall be endorsed at all times
prior to termination this Agreement as follows:
THIS CERTIFICATE IS SUBJECT TO, AND IS
TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE
PROVISIONS OF A VOTING RIGHTS AGREEMENT, DATED AS
OF NOVEMBER 8, 1995, AMONG THE COMPANY AND CERTAIN
OF ITS STOCKHOLDERS. A COPY OF THE ABOVE
REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF
THE COMPANY AT ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ AND WILL
BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE
UPON REQUEST.
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, OR AN EXEMPTION FROM REGISTRATION,
UNDER SAID ACT.
(ii) Except as otherwise expressly provided in this
Agreement, all certificates representing shares of
stock hereafter issued to or acquired by any of
the Voting Shareholders or their successors hereto
(including, without limitation, all certificates
representing shares of Common Stock hereafter
issued upon conversion of shares of Preferred
Stock) shall bear the legends set forth above, and
the shares of such stock represented by such
certificates shall be subject to the applicable
provisions of this Agreement. The obligations of
each party hereto shall be binding upon each
transferee to whom such stock is transferred by
any party hereto. Prior to consummation of any
transfer, such party shall cause the transferee to
execute an agreement in form and substance
reasonably satisfactory to the other parties
hereto, providing that such transferee shall fully
comply with the terms of this Agreement. Prompt
notice shall be given to the Company and each
Voting Shareholder by the transferor of any
transfer of any stock.
(iii) Any attempt to transfer or encumber any shares of
stock not in accordance with this Agreement shall
be null and void and neither the Company nor any
transfer agent of such securities shall give any
effect to such attempted transfer or encumbrance
in its stock records.
5.10 Termination. This Agreement shall terminate
upon the earliest of (i) a Qualifying Offering (as defined in the
Amended Certificate), (ii) ten years from the date of this
Agreement or (iii) upon the written agreement of ▇▇▇▇ and ING.
5.11 Cost of Enforcement. The party which
prevails in any suit or proceeding against the other to enforce
any provision of this Agreement or to recover damages resulting
from a breach of this Agreement shall be entitled to receive from
the nonprevailing party the costs and reasonable attorneys' fees
of the prevailing party incurred in such suit or proceeding.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties hereto as of the day and year first above written.
THE ▇▇▇▇ ALTERNATIVE INCOME FUND, L.P.
By: WRH PARTNERS, L.L.C.
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Voting Rights Agreement
ING EQUITY PARTNERS, L.P. I
By: LEXINGTON PARTNERS, L.P.
its general partner
By: LEXINGTON PARTNERS, INC.
its general partner
By: /s/ Olivier Trouveroy
Name: Olivier Trouveroy
Title: Managing Director
APEX INVESTMENT FUND, L.P.
By: APEX MANAGEMENT PARTNERSHIP, L.P.,
general partner
By: ________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
General Partner
APEX INVESTMENT FUND II, L.P.
By: APEX MANAGEMENT PARTNERSHIP, L.P.
general partner
By: _________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
General Partner
Voting Rights Agreement
ING EQUITY PARTNERS, L.P. I
By: LEXINGTON PARTNERS, L.P.
its general partner
By: LEXINGTON PARTNERS, INC.
its general partner
By: _______________________
Name:
Title:
APEX INVESTMENT FUND, L.P.
By: APEX MANAGEMENT PARTNERSHIP, L.P.,
general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
General Partner
APEX INVESTMENT FUND II, L.P.
By: APEX MANAGEMENT PARTNERSHIP, L.P.
general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
General Partner
Voting Rights Agreement
THE PRODUCTIVITY FUND II, L.P.
By: FIRST ANALYSIS MANAGEMENT COMPANY
II,
its general partner
By: FIRST ANALYSIS CORPORATION,
general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
ARGENTUM CAPITAL PARTNERS, L.P.
By: BR Associates, Inc.,
general partner
By: ____________________
Name:
Title:
ENVIRONMENTAL PRIVATE EQUITY FUND II,
L.P.
By: Environmental Private Equity
Management II, L.P., its general
partner
By: First Analysis EPEF Management
COMPANY II, general partner
By: First Analysis Corporation, general
partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Voting Rights Agreement
THE PRODUCTIVITY FUND II, L.P.
By: FIRST ANALYSIS MANAGEMENT COMPANY
II,
its general partner
By: FIRST ANALYSIS CORPORATION,
general partner
By: ________________________
Name:
Title:
ARGENTUM CAPITAL PARTNERS, L.P.
By: BR Associates, Inc.,
general partner
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman
ENVIRONMENTAL PRIVATE EQUITY FUND II,
L.P.
By: Environmental Private Equity
Management II, L.P., its general
partner
By: First Analysis EPEF Management
COMPANY II, general partner
By: First Analysis Corporation, general
partner
By: ______________________
Name:
Title:
Voting Rights Agreement
U.S. SIGNAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TRUSTEE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ CONSULTING INC.
RETIREMENT PLAN AND TRUST
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Voting Rights Agreement
DELAWARE CHARTER GUARANTEE & TRUST CO.
CUSTODIAN FOR ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
Self-Directed Plan
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Voting Rights Agreement
/s/ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
Voting Rights Agreement
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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SCHEDULE I
VOTING SHAREHOLDERS
Series A-1 Series B-1 Series B-2 Series B-3 Common
Voting Shareholder Preferred Preferred Preferred Preferred Stock
__________________ ___________ ___________ ___________ ___________ ____________
The ▇▇▇▇ Alternative 138,899 100,000 1,919,793(1)
Income Fund, L.P.
ING Equity Partners, 100,000 642,856(2)
L.P., I
Apex Investment Fund 2,595 4,904.85 21,021
I, L.P.
Apex Investment Fund 16,803 3,269.90 245,560
II, L.P.
The Productivity Fund 10,249 1,380.61 259,149
II, L.P.
Argentum Capital 4,000.00 17,143
Partners, L.P.
Environmental Private 6,056 11,444.64 49,048
Equity Fund, II, L.P.
▇▇▇▇ ▇. ▇▇▇▇▇▇ 250 1,071(3)
(1) Includes 428,571 shares issuable upon exercise of $.01 warrants.
(2) Includes 214,285 shares issuable upon exercise of $.01 warrants.
Series A-1 Series B-1 Series B-2 Series B-3 Common
Voting Shareholder Preferred Preferred Preferred Preferred Stock
__________________ ___________ ___________ ___________ ___________ ____________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 6,762
Trustee, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ Consulting
Inc. Retirement Plan
and Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 600 2,571(3)
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 175 750(3)
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 200 857(3)
▇▇▇▇▇ ▇▇▇▇▇ 4,107(4)
U.S. Signal Corp. 2,778 16,667
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 15,500
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 46,500
▇▇▇▇▇▇ ▇▇▇▇ 5,000
▇▇▇▇▇ ▇▇▇▇▇ 5,318
________________________
(3) Consists of stock to be issued pursuant to exercise of $.01 warrants for which the
Company has received the exercise price but not all necessary exercise forms.
(4) Includes 676 shares to be issued pursuant to Warrants which have been duly exercised.