EXHIBIT 10.7
AMENDED and RESTATED
VOTING AGREEMENT
----------------
This AMENDED and RESTATED VOTING AGREEMENT (the "Voting Agreement") is
entered into this 10th day of May, 1999, by and between Billing Concepts Corp.,
a Delaware corporation ("Billing"), Princeton eCom Corporation, a Delaware
corporation, formerly known as Princeton TeleCom Corporation (the "Company"),
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇▇▇"); and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Family
Limited Partnership, a New Jersey limited partnership ("Partnership").
Recitals
--------
A. Billing and the Company entered into a certain Stock Purchase
Agreement (the "Purchase Agreement") on September 4, 1998 whereby on September
4, 1998 Billing purchased 831,290 shares of common stock, $0.01 par value
("Common Stock") of the Company, and on March 30, 1999 Billing purchased an
additional 44,792 shares of Common Stock of the Company pursuant to the terms of
the Purchase Agreement.
B. On September 4, 1998, Billing, the Company and ▇▇▇▇▇▇▇▇▇▇▇▇ entered
into a Voting Agreement ("Original Voting Agreement") pursuant to Section 3.5 of
the Purchase Agreement as a condition to the closing of the Purchase Agreement.
C. On October 20, 1998, Billing, the Company and ▇▇▇▇▇▇▇▇▇▇▇▇ entered
into an Amendment to the Original Voting Agreement.
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ owns 630,908 shares of Common Stock of the Company and
the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Family Limited Partnership owns 1,700,000 shares of
Common Stock of the Company. ▇▇▇▇▇▇▇▇▇▇▇▇ is the general partner of the
Partnership and has voting and dispositive control of the Partnership.
E. The Company, Billing, ▇▇▇▇▇▇▇▇▇▇▇▇, and the Partnership desire to
enter into this Voting Agreement to amend and restate the Original Voting
Agreement in order to preserve continuity of management of the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
ARTICLE 1
VOTING
------
1.1 Nomination and Election of Directors. During the term of this Voting
------------------------------------
Agreement, each of ▇▇▇▇▇▇▇▇▇▇▇▇ and Billing agrees to vote all of the shares of
capital stock of the Company owned by him or it, as applicable (whether such
shares are voted at a meeting of stockholders or by
written consent), in a manner that will be in accordance with and will effect
and carry out the following provisions:
(a) For so long as Billing owns at least 10% of the issued and
outstanding shares of Common Stock, two (2) of the members of the Board of
Directors of the Company (the "Board") shall be individuals designated by
Billing (the "Billing Directors") and three (3) members of the Board shall
be individuals designated by ▇▇▇▇▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇▇▇▇▇ Directors").
(b) In the event a Billing Director is unable to serve on the Board by
reason of death, resignation, removal or otherwise, then a new director
nominated by Billing shall be elected by the Board or by the stockholders.
(c) Billing shall have the sole right to cause the replacement or
removal of a Billing Director by giving written notice to the Board. Upon
receipt of such notice, Billing, ▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership shall
thereupon be obligated forthwith to vote all shares of capital stock of the
Company owned by it or him to remove the Billing Director sought to be
replaced and to elect a successor director designated by Billing.
(d) In the event a ▇▇▇▇▇▇▇▇▇▇▇▇ Director is unable to serve on the
Board by reason of death, resignation, removal or otherwise, then a new
director nominated by ▇▇▇▇▇▇▇▇▇▇▇▇ shall be elected by the Board or by the
stockholders.
(e) ▇▇▇▇▇▇▇▇▇▇▇▇ shall have the sole right to cause the replacement or
removal of a ▇▇▇▇▇▇▇▇▇▇▇▇ Director by giving written notice to the Board.
Upon receipt of such notice, Billing, ▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership
shall thereupon be obligated forthwith to vote all shares of capital stock
of the Company owned by it or him to remove the ▇▇▇▇▇▇▇▇▇▇▇▇ Director
sought to be replaced and to elect a successor director designated by
▇▇▇▇▇▇▇▇▇▇▇▇.
1.2 Proxies. Neither Billing, ▇▇▇▇▇▇▇▇▇▇▇▇ nor the Partnership shall give
-------
any proxy or power of attorney to any person that permits the holder thereof to
vote in his discretion on any matter that may be submitted to the Company's
stockholders for their consideration and approval, unless such proxy or power of
attorney is made subject to and is exercised in conformity with the provisions
of this Voting Agreement.
1.3 General Voting. Each of Billing, ▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership
--------------
agrees to vote his or its respective shares of capital stock of the Company in
such a manner as to carry out and enforce the terms and intent of this Voting
Agreement.
1.4 Transfer of Stock. ▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership agree that if
-----------------
they sell or transfer capital stock of the Company in any transfer other than a
registered public offering, or a sale under Rule 144, promulgated under the
Securities Act of 1933, as amended, ▇▇▇▇▇▇▇▇▇▇▇▇ and Partnership, as the case
may be, will have the transferee or purchaser of such capital stock of the
Company become a party to and execute this Voting Agreement or a substantially
similar agreement.
ARTICLE 2
MISCELLANEOUS
-------------
2.1 Termination of this Voting Agreement. This Voting Agreement shall
------------------------------------
continue until, and shall terminate automatically upon, the first to occur of
any of the following:
(a) execution of a written agreement of termination by the parties
hereto, or
(b) Billing ceasing to own at least 10% of the issued and outstanding
shares of Common Stock.
Upon termination of this Voting Agreement, as a result of the application
of Section 2.1(b), above, the Billing Directors shall resign as directors of the
Company at or before the Annual Meeting of Shareholders of the Company, next
following Billing ceasing to own at least 5% of the issued and outstanding
shares of Common Stock.
2.2 Equitable Remedies. In the event of a breach by any party of any of
------------------
the provisions of this Voting Agreement, each party acknowledges that the other
will suffer irreparable injury not fully compensable by money damages and,
therefore, will not have an adequate remedy available at law. Accordingly, each
party shall be entitled to obtain such injunctive relief or other equitable
remedy from any court of competent jurisdiction as may be necessary or
appropriate to prevent or curtail any such breach, threatened or actual. The
foregoing shall be in addition to and without prejudice to any other rights that
a party may have under this Voting Agreement, at law or in equity, including,
without limitation, the right to ▇▇▇ for damages.
2.3 Notices. All notices, requests, consents and other communications
-------
hereunder shall be in writing and shall be personally delivered or sent by
reliable overnight express delivery (such as Federal Express). Any such notice,
request, consent or other communication shall be deemed delivered at such time
as it is personally delivered on a business day, or on the date of actual,
prepaid delivery on a business day by a reliable overnight express delivery
service, as the case may be. The address for all notices, requests, consents
and other communications hereunder shall be as follows:
If to Billing: Billing Concepts Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
With copy to: W. ▇▇▇▇▇ ▇▇▇▇, Esq.
Senior Vice President and General Counsel
Billing Concepts Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company: Princeton eCom Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
With copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
or the Partnership ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
2.9 Amendments. This Voting Agreement may be amended, modified or
----------
supplemented only by a written instrument executed by the Company, Billing,
▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership. This Voting Agreement amends and restates the
Original Voting Agreement and all amendments prior to the date hereof.
2.10 Captions. The captions of this Voting Agreement are for convenience
--------
of reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
2.11 Pronouns. Any masculine personal pronoun shall be considered to mean
--------
the corresponding feminine or neuter personal pronoun, and vice versa, as the
context requires.
IN WITNESS WHEREOF, the parties hereto have duly executed this Voting
Agreement as of the date first above written.
PRINCETON eCOM CORPORATION BILLING CONCEPTS CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ------------------------------
Title: President Title: Senior Vice President & CFO
--------------------------- -----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ FAMILY
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, General
Partner