Analex Corp – ‘8-K’ for 3/30/00 – EX-9.1

On:  Friday, 4/14/00   ·   For:  3/30/00   ·   Accession #:  44800-0-18   ·   File #:  0-05404

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     26K 
 2: EX-4.1      Stout Warrant                                          9±    41K 
 3: EX-4.2      P Stout Warrant                                        9±    41K 
 4: EX-4.3      Trust Warrant                                          9±    41K 
 5: EX-4.4      Knop Warrant                                           9±    41K 
 6: EX-4.5      Sanders Warrant                                        9±    41K 
 7: EX-9.1      Voting Agreement                                       6     24K 
 8: EX-10.1     Securities Purchase Agreement                         47    207K 
 9: EX-10.2     Registration Rights Agreement                         17±    78K 
10: EX-10.3     Mod/Ext Agreement                                      2     15K 
11: EX-10.4     Amended Guaranty of Payment                            5±    24K 
12: EX-10.5     Guaranty of Payment                                    5±    22K 
13: EX-10.6     Subordination Agreement                                5±    27K 

EX-9.1   —   Voting Agreement
Exhibit Table of Contents

EX-9.1
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
HADRON, INC.                

VOTING AGREEMENT                

March 30, 2000                

EX-9.1
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
HADRON, INC.                
VOTING AGREEMENT                

THIS AGREEMENT is made and entered into on March 30, 2000 by          
and  among each of certain holders of the common stock of HADRON,               
INC.,  a  New  York  corporation (the "Company"),  designated  as               
Holders  on  the  signature pages hereto  (the  "Holders"),  C.W.               
Gilluly  ("Gilluly"),  and Jon M. Stout  ("Stout"),  Patricia  W.               
Stout  ("Mrs.  Stout"),  the  Stout Dynastic  Trust  (the  "Stout               
Trust")  and  J. Richard Knop ("Knop") (Stout, Mrs. Stout,  Stout               
Trust  and  Knop,  being collectively, the  "Investors"  and  the               
Investors together with Gilluly, being collectively, the  "Voting               
Group," and individually a "Member" of the Voting Group).                       

WHEREAS,   pursuant  to  that  certain  Securities  Purchase          
Agreement  of even date herewith (the "Purchase Agreement"),  the               
Investors and certain of the Holders have purchased shares of the               
Company's common stock, $0.02 par value ("Common Stock"); and                   

WHEREAS,  as  a  consequence of the aforesaid purchase,  the          
Members  of  the Voting Group hold a majority of the  issued  and               
outstanding shares of Common Stock; and                                         

WHEREAS,  the  Holders and the Members of the  Voting  Group          
desire  stability and continuity of management for  the  Company,               
and  desire therefore to enter into this Agreement to provide for               
voting  as  to the number and identity of directors  and  to  the               
change in the state of the Company's corporate domicile.                        

NOW,  THEREFORE,  in consideration of the  mutual  covenants          
contained  herein and other good and valuable consideration,  the               
receipt  and  sufficiency  of which is hereby  acknowledged,  the               
parties hereby agree as follows:                                                

1.    Agreement  to  Vote.  Each Holder and  Member  of  the          
Voting  Group  hereby  agrees to hold all  of  the  Common  Stock               
registered in his or its name, and any securities of the  Company               
issued  with  respect to, upon conversion of, or in  exchange  or               
substitution   for  the  Common  Stock,  and  any  other   voting               
securities of the Company subsequently acquired by such Holder or               
Member,   (such   Common  Stock  and  other   voting   securities               
hereinafter  collectively referred to  as  the  "Voting  Shares")               
subject to, and to vote the Voting Shares in accordance with, the               
provisions of this Agreement.  Except as set forth in paragraph 3               
hereof,  any  person  purchasing or  otherwise  acquiring  Voting               
Shares subsequent to the date hereof shall become a party to this               
Agreement and shall be subject to the obligations hereunder.                    

EX-9.1
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
2.   Board of Directors.                                              

(a)   From  and  after the date hereof  and  until  the     
provisions of this Section cease to be effective, each Holder and               
each Member (Holders and Members of the Voting Group collectively               
referred  to  collectively as "Stockholders" and individually  as               
"Stockholder")  shall vote all of the Voting  Shares  over  which               
such  Stockholder  has voting control and shall  take  all  other               
necessary or desirable actions within such Stockholder's  control               
(whether  in  his  or  its  capacity as a stockholder,  director,               
member  of  a  board  committee or  officer  of  the  Company  or               
otherwise),  and  including, without  limitation,  attendance  at               
meetings in person or by proxy for purposes of obtaining a quorum               
and execution of written consents in lieu of meetings so that:                  

(1)   The  authorized number  of  members  of  the
Company's Board of Directors (the "Board") shall continue  to  be               
five  (5)  unless and until such greater number  is  directed  or               
approved by the Investors.                                                      

(2)   During  the  term  of  this  Agreement,  the
Investors shall be entitled to nominate (the "Investor Nominees")               
and  the  Stockholders  shall vote  their  shares  to  elect  the               
Investor Nominees as the majority of the members of the Board.                  

(3)  Any Investor Nominee elected or appointed as a director      
hereunder shall be removed from the Board (and thereupon from all               
committees  of the Board), with or without cause, only  upon  the               
written request or consent of the Investors.                                    

(4)   In  the  event  that  any  Investor  Nominee
designated hereunder for any reason ceases to serve as  a  member               
of   the   Board   or   any   committee   thereof   during   such               
representative's  term of office, the resulting  vacancy  on  the               
Board or committee shall be filled by a newly designated Investor               
Nominee.                                                                        

(5)   Upon the written direction or consent of the
Investors,  the  Company  shall  take  such  actions  as  may  be               
necessary and convenient to change the corporate domicile of  the               
Company to the state of Delaware.                                               

(b)   In  each case provided for herein, the direction,     
consent,  approval, nomination or vote of the Investors shall  be               
determined by the Investors holding a majority of the  shares  of               
the Company's Common Stock held by all Investors.                               

EX-9.1
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
3.   Successors in Interest.                                          

(a)  With the exception of transfers made under the conditions            
set  forth in paragraphs 3(a)(1) and 3(a)(2) below, any attempted               
transfer  of the Voting Shares shall be of no effect  unless  and               
until  the  person(s) to whom such shares are  being  transferred               
agrees  in  writing to be bound by the terms of  this  Agreement.               
This  agreement shall not apply to shares that are  sold  by  the               
parties  during the term of this agreement, provided  such  sales               
are either:                                                                     

(1)  open market sales in brokers' transactions as that term is         
defined in Rule 144, under the Securities Act of 1933; or                       

(2)  sales made after the Investors shall have declined a right         
of  first  refusal to purchase such shares at the same price  and               
terms   offered  by  a  bona  fide  offeree  in  an  arms  length               
transaction  within  three  (3)  business  days  after  Investors               
receipt  of  written notice specifying the price  and  terms  and               
identity of the prospective purchaser.                                          

(b)   Each  certificate representing any of the  Voting       
Shares shall bear a legend reading as follows:                                  

The  shares  evidenced hereby are subject to  a  Voting     
Agreement dated as of March 30, 2000 (a copy  of  which     
may  be  obtained without charge from the issuer)  that     
contains certain restrictions on the transferability of     
the  shares,  and  by accepting any  interest  in  such     
shares  the  person  accepting such interest  shall  be     
deemed  to agree to and shall become bound by  all  the     
provisions of such Voting Agreement.                        

4.    Termination.   This Agreement shall terminate  in  its          
entirety and be of no further force or effect five (5) years from               
the effective date of this Agreement.                                           

5.   Amendments and Waivers.  Any term hereof may be amended          
and  the  observance  of any term hereof may  be  waived  (either               
generally or in a particular instance and either retroactively or               
prospectively) only with the written consent of (a)  the  Holders               
or  their assigns holding not less than a majority of the  shares               
of  Common Stock held by all Holders; and (b) the Members of  the               
Voting Group or their assigns holding not less than a majority of               
the  shares  of  Common Stock held by all Members of  the  Voting               
Group.  Any amendment or waiver so effected shall be binding upon               
all parties hereto, any assignee of any such party, and any other               
stockholder  of  the  Company  subject  to  the  terms  of   this               
Agreement.                                                                      

6.    Stock  Splits, Stock Dividends, etc.  In the event  of          
any    stock    split,    stock    dividend,    recapitalization,               
reorganization, or the like, any securities issued  with  respect               
to the Voting Shares shall become "Voting Shares" for purposes of               
this Agreement and shall be endorsed with the legend set forth in               
Section 3(b) hereof.                                                            

EX-9.1
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
7.    Enforceability/Severability.  The parties hereto agree          
that  each  provision of this Agreement shall be  interpreted  in               
such  a manner as to be effective and valid under applicable law.               
If  any provision of this Agreement shall nevertheless be held to               
be  prohibited  by  or  invalid under applicable  law,  (a)  such               
provision  shall  be  ineffective only  to  the  extent  of  such               
prohibition or invalidity, without invalidating the remainder  of               
such provision or the remaining provisions of this Agreement, and               
(b)  the  parties shall, to the extent permissible by  applicable               
law, amend this Agreement, or enter into a voting trust agreement               
under  which the Voting Shares shall be transferred to the voting               
trust  created  thereby, so as to make effective and  enforceable               
the intent of this Agreement.                                                   

8.   Governing Law.  This Agreement shall be governed in all          
respects  by  the  laws of the Commonwealth of  Virginia  without               
reference to conflict of law provisions.                                        

9.   Notices.  All notices and other communications required          
or permitted hereunder shall be in writing and shall be delivered               
personally,  mailed  by  first class mail,  postage  prepaid,  or               
delivered by courier or overnight delivery, addressed (a) to such               
Stockholder's address on record with the Company.   Notices  that               
are  mailed shall be deemed received ten (10) days after  deposit               
in  the United States mail.  Notices sent by courier or overnight               
delivery  shall be deemed received two (2) days after  they  have               
been so sent.                                                                   

10.  Counterparts.  This Agreement may be executed in two or          
more counterparts, each of which shall be deemed an original, but               
all   of  which  together  shall  constitute  one  and  the  same               
agreement.                                                                      

11.  Injunctive Relief.  Each holder of Voting Shares agrees          
and acknowledges that money damages may not be an adequate remedy               
for  any breach of the provisions of this Agreement and that each               
holder  of  Voting Shares may, in its sole discretion, apply  for               
specific  performance  and injunctive  relief  in  any  court  of               
competent  jurisdiction  in  order  to  enforce  or  prevent  any               
violations of the provisions of this Agreement.                                 

EX-9.1
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
IN  WITNESS  WHEREOF, the parties hereto have executed  this          
Agreement as of the day and year herein above first written.                    

GILLULY:                      INVESTORS:                                        

/S/ C.W. GILLULY              /S/ JON M. STOUT                                  
----------------------        -----------------------------------               
C.W. Gilluly                  Jon M. Stout                                      

 /S/ PATRICIA W. STOUT
               -----------------------------------
Patricia W. Stout   

Stout Dynastic Trust

/S/ JON M. STOUT    
               -----------------------------------
    By Jon M. Stout, Trustee

/S/J. RICHARD KNOP  
               -----------------------------------
J. Richard Knop     

HOLDERS:            
/S/ JOHN D. SANDERS 
               -----------------------------------
John D. Sanders     

 BOLES KNOP AFFILIATES

/S/ JACK BOLES      
              ----------------------------------
Jack Boles          

/S/ JEFF RUBIN      
              ----------------------------------
Jeff Rubin          

/S/ J. RICHARD KNOP 
              ----------------------------------
J. Richard Knop     

/S/ RICHARD MILLER  
              ----------------------------------
Richard Miller      

   /S/ JONATHAN CATHERWOOD
              ----------------------------------
Jonathan Catherwood 

/S/ BOB WRIGHT      
              ----------------------------------
Bob Wright          

/S/ SUSUN WRIGHT    
              ----------------------------------
Susan Wright        

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/14/00							None on these Dates
For Period End:		3/30/00		1		4
									List all Filings