Attached files
file | filename |
---|---|
8-K - SOLAR ENERTECH CORP | v171000_8k.htm |
EX-10.1 - SOLAR ENERTECH CORP | v171000_ex10-1.htm |
EX-10.3 - SOLAR ENERTECH CORP | v171000_ex10-3.htm |
EX-10.4 - SOLAR ENERTECH CORP | v171000_ex10-4.htm |
EX-10.2 - SOLAR ENERTECH CORP | v171000_ex10-2.htm |
EX-99.1 - SOLAR ENERTECH CORP | v171000_ex99-1.htm |
VOTING
AGREEMENT
This
VOTING AGREEMENT, dated
as of January 7, 2010 (the “Agreement”), is made by and among the undersigned
stockholders (the “Conversion Stockholders”) of Solar EnerTech Corp., a Delaware
corporation (the “Company”), Leo Shi Young (the Conversion Stockholders and Mr.
Young each, a “Stockholder”, and collectively, the “Stockholders”) and, with
respect to Sections 3, 4 and 5 only, the Company.
RECITALS
WHEREAS,
concurrently with the execution of this Agreement, the Company and the
Conversion Stockholders are entering into a Series A and Series B Conversion
Agreement (the “Conversion Agreement”) and the Amendment to the Series A, Series
B and Series C Warrants (the “Warrant Amendment”) pursuant to which the Company
will (1) adjust the conversion price of the Series A Convertible Notes and
Series B Convertible Notes (together, the “Notes”) in consideration for the
conversion of all of the outstanding amounts owed under the Notes and (2) amend
the warrant exercise price for the outstanding Series A, Series B and Series C
Warrants to $0.15, as set forth in the Conversion Agreement and the Warrant
Amendment respectively;
WHEREAS,
after giving effect to the transactions contemplated by the Conversion
Agreement, each Stockholder beneficially owns (as such term is defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the “Exchange Act”)) and is the
owner of record of the number of shares of Common Stock, par value $0.001 per
share, of the Company (“Common Stock”) set forth opposite such Stockholder’s
name on Schedule I hereto (such shares of Common Stock, together with any other
shares of Common Stock, sole or shared voting power over which is acquired by
such Stockholder during the period from and including the date hereof through
and including the date on which this Agreement is terminated in accordance with
its terms, collectively, the “Voting Shares”);
WHEREAS,
as a condition to its willingness to enter into the Conversion Agreement, the
Conversion Stockholders have required that Mr. Young enter into this Agreement
whereby each Stockholder commits to cause the Voting Shares over which such
Stockholder has sole voting power, and to use its best efforts to cause the
Voting Shares over which such Stockholder has joint voting power, to be voted on
the terms and subject to the conditions of this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements contained in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Voting. Each
Stockholder hereby agrees that, from and after the date hereof until the
termination of this Agreement, at any duly called meeting of the stockholders of
the Company, such Stockholder shall appear at the meeting and any adjournment or
postponement thereof, in person or by proxy, or otherwise cause the Voting
Shares over which such Stockholder has sole voting power (and use its best
efforts to cause the Voting Shares over which such Stockholder has joint voting
power) to be counted as present thereat for purposes of establishing a quorum,
and such Stockholder shall vote or consent the Voting Shares over which such
Stockholder has sole voting power (and cause to be voted or consented the Voting
Shares over which such Stockholder has joint voting power), in person or by
proxy, (a) in favor of the election of directors as set forth in Section 2 below
(collectively, the “Election of Directors”), (b) in favor of any proposal to
adjourn any such meeting if necessary to permit further solicitation of proxies
in the event there are not sufficient votes at the time of such meeting to
approve the Election of Directors, (c) against any action or agreement submitted
for approval of the manner inconsistent with clauses (a), or (b) of this Section
1 or that would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of the Company under the Conversion
Agreement or of such Stockholder under this Agreement and (d) except as
otherwise agreed in writing by all Stockholders, against any action, agreement,
transaction or proposal submitted for approval of the stockholders of the
Company that would reasonably be expected to result in the Election of Directors
not being effected or any of the conditions to the Company’s obligations under
the Conversion Agreement not being fulfilled or that is intended, or would
reasonably be expected, to prevent, impede, interfere with, delay or adversely
affect the Election of Directors or the transactions contemplated by the
Conversion Agreement and the Warrant Amendment. To the extent
permitted by applicable law, any vote by such Stockholder that is not in
accordance with this Section 1 shall be considered null and
void. Such Stockholder shall not enter into any agreement or
understanding with any person or entity prior to the termination of this
Agreement to vote or give instructions inconsistent with the Election of
Directors or clauses (a), (b), (c) or (d) of this Section 1.
2. Election of
Directors. On all matters relating to the election and removal
of directors of the Company, the Stockholders agree to vote all Voting Shares
held by them (or the holders thereof shall consent pursuant to an action by
written consent of the holders of capital stock of the Company) and use its best
efforts to cause the Voting Shares over which such Stockholder has joint voting
power so as to elect members of the Company’s Board of Directors as
follows:
(a) Designation of
Directors. At each election of or
action by written consent to elect directors, the Stockholders shall vote all of
their respective Voting Shares so as to elect:
(i) two
individuals designated by the holders of a majority of shares of the Company’s
Common Stock originally issued to the Conversion Stockholders upon the
conversion of the Notes;
(ii)
Mr. Young and one individual designated by Mr. Young; and
(iii) one
member designated by the holders of a majority of shares of the Company’s Common
Stock originally issued to the Conversion Stockholders upon the conversion of
the Notes, who shall have a background appropriate for service on the Company’s
audit committee and, if possible, industry experience.
Any vote
taken to remove any director elected pursuant to this Section 2(a), or to
fill any vacancy created by the resignation, removal or death of a director
elected pursuant to this Section 2(a), shall also be subject to the
provisions of this Section 2(a). Upon the request of any party
entitled to designate a director as provided in this Section 2(a), each
Stockholder agrees to vote its Voting Shares for the removal of such
director.
(b) No Liability for Election of
Recommended Director. None of the parties
hereto and no officer, director, stockholder, partner, employee or agent of any
party makes any representation or warranty as to the fitness or competence of
the nominee of any party hereunder to serve on the Board of Directors by virtue
of such party’s execution of this Agreement or by the act of such party in
voting for such nominee pursuant to this Agreement.
3. Legend. Concurrently
with the execution of this Agreement, there shall be imprinted or otherwise
placed, on certificates representing the Voting Shares held or controlled by the
Stockholders the following restrictive legend (the “Legend”):
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS
OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE
SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH
SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS
OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED
TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO
THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”
4. No Transfer. The
Company agrees that, during the term of this Agreement, it will not remove, and
will not permit to be removed (upon registration of transfer, reissuance of
otherwise), the Legend from any such certificate and will place or cause to be
placed the Legend on any new certificate issued to represent Voting Shares it
knows to be held or controlled by the Stockholders. If at any time or
from time to time any Stockholder holds any certificate representing shares of
the Company’s capital stock not bearing the aforementioned legend, such
Stockholder agrees to deliver such certificate to the Company promptly to have
such legend placed on such certificate.
5. Successors. The
provisions of this Agreement shall be binding upon the successors in interest to
any of the Voting Shares. The Company shall not permit the transfer
of any of the Voting Shares on its books or issue a new certificate representing
any of the Voting Shares unless and until the person to whom such security is to
be transferred shall have executed a written agreement, substantially in the
form of this Agreement, pursuant to which such person becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such person
were a Stockholder, as applicable.
6. Other
Rights. Except as provided by this Agreement, each Stockholder
shall exercise the full rights of a holder of capital stock of the Company with
respect to the Voting Shares.
7.
Irrevocable
Proxy. To secure the Stockholders’ obligations to vote the
Voting Shares in accordance with this Agreement, each Stockholder hereby
appoints the other, or his or its designee, as such Stockholder’s true and
lawful proxy and attorney, with the power to act alone and with full power of
substitution, to vote all of such Stockholder’s Voting Shares as set forth in
this Agreement and to execute all appropriate instruments consistent with this
Agreement on behalf of such Stockholder if, and only if, such Stockholder fails
to vote all of such Stockholder’s Voting Shares or execute such other
instruments in accordance with the provisions of this Agreement within five (5)
days of the other party’s written request for such written consent or
signature. The proxy and power granted by each Stockholder
pursuant to this Section are coupled with an interest and are given to secure
the performance of such party’s duties under this Agreement. Each
such proxy and power will be irrevocable for the term hereof. The
proxy and power, so long as any party hereto is an individual, will survive the
death, incompetency and disability of such party or any other individual holder
of the Shares and, so long as any party hereto is an entity, will survive the
merger or reorganization of such party or any other entity holding any Voting
Shares.
8. Representations and Warranties of the
Stockholders. Each Stockholder hereby represents and warrants
to the other as follows:
(a) Corporate Existence;
Authorization. Such Stockholder represents that (i) in the
case of the Conversion Stockholders, it is duly organized, validly existing and
in good standing (with respect to jurisdictions that recognize such concept)
under the laws of the jurisdiction of its organization or formation and has all
requisite power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the Election of Directors, and (ii), in
the case of Mr. Young, he has the capacity to enter into this
Agreement, to carry out his obligations hereunder and to consummate the Election
of Directors. This Agreement has been duly and validly executed and
delivered by such Stockholder and, assuming due execution and delivery by each
of the other parties hereto, this Agreement constitutes a legal, valid and
binding obligation of such Stockholder enforceable against such Stockholder in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditors’
rights, and to general equitable principles.
(b) No
Conflict. The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder
will not, (i) conflict with or violate the articles of incorporation, limited
liability company agreement or equivalent organizational documents, as the case
may be, of such Stockholder, (ii) conflict with or violate any law, rule or
regulation applicable to such Stockholder or by which such Stockholder or any of
its properties is bound, (iii) result in any breach of or constitute a default
(or event that with notice or lapse of time or both would become a default)
under, or impair such Stockholder’s rights or alter the rights or obligations of
any third party under, or give to others any rights of termination or
acceleration of, or result in the creation of a lien on any Voting Shares (other
than pursuant to this Agreement) or other properties or assets of such
Stockholder pursuant to, any note, bond, mortgage, indenture, agreement, lease,
license, permit, franchise, concession or other instrument or obligation to
which such Stockholder is a party or by which it is bound (including any trust
agreement, voting agreement, shareholders’ agreement or voting trust) or (iv)
violate any order, writ, injunction, judgment or decree of any governmental
entity applicable to such Stockholder, except, in the case of clauses (ii),
(iii) or (iv), for such conflicts, violations, breaches, defaults, impairments,
alterations, terminations, accelerations or liens or rights that would not
prevent or materially delay the ability of such Stockholder to carry out its
obligations under, and to consummate the Election of Directors.
(c) Required Filings and
Consents. The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder
shall not, require any consent, approval, authorization or permit of, or filing
with, or notification to, any governmental entity, except (i) with respect to
the Conversion Stockholders, the consent of Goldman Sachs Bank USA or any of its
Affiliates, successors or assigns (hereinafter collectively referred to as
“Goldman Sachs”), as
lender, pursuant to the Revolving Loans (Committed Loan) Loan Agreement (the
“Credit Agreement”)
dated December 15, 2009 between Goldman Sachs and Kaziikini, LLC (“Kaziikini”), or any of the
other Loan Documents (as that term is defined in the Credit Agreement), with
respect to the Trust’s Conversion Stock, which Credit Agreement is secured by
that certain Guaranty, Security and Pledge Agreement made by The Quercus Trust
(the “Trust”) in favor
of Goldman Sachs Bank USA dated December 15, 2009 (the “Security Agreement”) and (ii)
where the failure to obtain such consents, approvals, authorizations or permits,
or to make such filings or notifications, would not prevent or materially delay
the ability of such Stockholder to carry out its obligations under, and to
consummate the Election of Directors contemplated by, this
Agreement.
(d) Ownership of
Shares. After giving effect to the transactions contemplated
by the Conversion Agreement, Goldman, Sachs & Co. shall be the record owner
and the Trust shall be the beneficial owner of, and has good title to, the
Voting Shares set forth opposite its name on Schedule I. Such
Stockholder (and the Trust, with respect to the
Trust’s Voting Shares), together with its affiliates, if any, have sole
or shared voting power, and sole or shared power of disposition, as set forth in
Schedule I, with respect to all of such Voting Shares, and such Voting Shares is
free and clear of all liens, other than liens in favor of one or more other
Stockholders or created by this Agreement (and any rights of Goldman
Sachs). Except for such rights as the Trust has granted Goldman Sachs
under the Credit Agreement, the Security Agreement and the other Loan
Documents, such Stockholder has not appointed or granted any proxy inconsistent
with this Agreement, which appointment or grant is still effective, with respect
to the Voting Shares, it being understood and agreed that any proxy granted by a
Stockholder to one or more of the other Stockholders shall not be deemed to be
inconsistent with this Agreement unless it would result in the voting of Voting
Shares in a manner inconsistent with Section 1 and Section 2 of this Agreement
or prevent the voting in accordance with Section 1 and Section 2 of this
Agreement of Voting Shares.
(e) Absence of
Litigation. As of the date hereof, there is no suit, action,
investigation or proceeding pending or, to the knowledge of such Stockholder,
threatened against such Stockholder before or by any governmental entity that
could impair the ability of the Stockholder to perform its obligations hereunder
or to consummate the Election of Directors contemplated hereby on a timely
basis.
9.
Covenants of
the Stockholders. Each Stockholder hereby covenants and agrees
as follows with the other that:
(a) Restriction on Transfer of
Shares. Except pursuant to Security Agreement, which was
executed simultaneously with the Credit Agreement, a true and correct copy of
which has been delivered to Mr. Young, no Stockholder shall, directly or
indirectly: (i) offer for sale, sell (including short sales),
transfer, tender, pledge, encumber, assign or otherwise dispose of (including by
gift), or enter into any contract, option, derivative, hedging or other
arrangement or understanding (including any profit-sharing arrangement) with
respect to, or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the Voting Shares
or any interest therein (any of the foregoing, a “Transfer”), unless the
transferee agrees in writing to be bound by the terms of this Agreement, or,
(ii) grant any proxies or powers of attorney (other than to an affiliate of such
Stockholder that agrees in writing to be bound by the terms of this Agreement)
with respect to the Voting Shares, deposit any of the Voting Shares into a
voting trust or enter into any other voting arrangement (other than with an
affiliate of such Stockholder that agrees in writing to be bound by the terms of
this Agreement or with another Stockholder or other Stockholders) or permit to
exist any other lien of any nature whatsoever with respect to the Voting Shares
(other than such other liens created by or arising under this Agreement or
existing by operation of law), or (iii) exercise the right to convert any shares
of Preferred Stock into shares of Common Stock.
(b) Certain
Events. Subject to the rights of Goldman Sachs under the
Credit Agreement, the Security Agreement and the other Loan Documents, such
Stockholder agrees that this Agreement and the obligations hereunder shall
attach to the Voting Shares and shall be binding upon any person or entity to
which legal or beneficial ownership of the Voting Shares shall pass, whether by
operation of law or otherwise, including without limitation the Stockholder’s
administrators, successors or receivers.
10. Miscellaneous.
(a) Termination. This
Agreement shall automatically terminate upon the
earlier of (i) ten (10) years from the date hereof and (ii) the date on which the Conversion
Stockholders or their assignee(s) (as may be
permitted under Section 10(j) below) beneficially owns less than half of
the shares of the Company’s Common Stock originally received upon
conversion of all of the
Notes.
(b) Notices. Any
notices or other communications required or permitted under, or otherwise in
connection with, this Agreement shall be in writing and shall be deemed to have
been duly given when delivered in person or on receipt after dispatch by
registered or certified mail, postage prepaid, addressed, or on receipt if
transmitted by national or overnight courier, in each case to the address set
forth on Schedule I hereto.
(c) Counterparts. This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. The exchange of a fully executed signature
page to this Agreement (in counterparts or otherwise) by facsimile or
by electronic delivery in PDF format shall be sufficient to bind the parties to
the terms and conditions of this Agreement.
(d) Expenses. All
costs and expenses (including legal fees) incurred in connection with the
negotiation of this Agreement shall be paid by the party incurring such
expenses.
(e) Delays or
Omissions. It is agreed that 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. It is further
agreed that any waiver, permit, consent or approval of any kind or character on
any party’s part of any breach, default or noncompliance under this Agreement or
any waiver on such party’s part of any provisions or conditions of the Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing. All remedies, either under this Agreement by
law, or otherwise afforded to any party, shall be cumulative and not
alternative.
(f) Attorney’s
Fees. In the event that any suit or action is instituted under
or in relation to this Agreement, including without limitation to enforce any
provision in this Agreement, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
(g) Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
(h) Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Election of Directors
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that Election of Directors contemplated hereby are fulfilled to the extent
possible.
(i) Entire
Agreement. This Agreement constitutes the entire agreement,
and supersedes all prior and contemporaneous agreements and understandings, both
written and oral, among the parties with respect to the subject matter
hereof.
(j) Assignment. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto, in whole or in part (whether by
operation of law or otherwise), without the prior written consent of the other
parties, and any attempt to make any such assignment without such consent shall
be null and void. Notwithstanding the above, this Agreement may be
assigned by the Conversion Stockholders if ownership of 50% or more of the
Common Stock originally received upon conversion of all of the Notes is
transferred to the assignee(s) (in which case the assignee(s) shall agree to be
bound by all the provisions of this Agreement). The parties hereto
acknowledge and agree that Goldman Sachs (together with its successors and
assigns) has a security interest in all or a portion of the Voting Shares
beneficially owned by the Trust and is and shall be entitled to all of the
rights and benefits of a Stockholder hereunder for any such shares beneficially
owned by Trust. Upon receipt of written notice from Goldman Sachs
that an Event of Default (as that term is defined in the Security Agreement) has
occurred and that the Notice Period (as that term is defined in the Credit
Agreement), to the extent applicable, has expired, the Company and the other
parties hereto shall comply with the written instructions and directions of
Goldman Sachs with respect to the Trust’s Voting Shares and Goldman Sachs shall
be entitled to vote and take all other actions with respect
thereto.
(k) Binding
Effect. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto and their respective successors and
assigns.
(l) Mutual
Drafting. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing this Agreement to be drafted.
(m) Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.
(n) Consent to
Jurisdiction. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the courts of the State of Delaware in any action or proceeding
arising out of or relating to this Agreement or the agreements delivered in
connection herewith or the Election of Directors contemplated hereby or thereby
or for recognition or enforcement of any judgment relating thereto, and each of
the parties hereby irrevocably and unconditionally (i) agrees not to commence
any such action or proceeding except in such court, (ii) agrees that any claim
in respect of any such action or proceeding may be heard and determined in such
court, (iii) waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any
such action or proceeding in such court and (iv) waives, to the fullest extent
permitted by laws, the defense of an inconvenient forum to the maintenance of
such action or proceeding in such court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by laws. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in
Section 10(b). Nothing in this Agreement shall affect the right of
any party to this Agreement to serve process in any other manner permitted by
laws.
(o) Amendment;
Waiver. No provision of this Agreement may be waived unless in
writing signed by all of the parties to this Agreement, and the waiver of any
one provision of this Agreement shall not be deemed to be a waiver of any other
provision. This Agreement may be amended, supplemented or otherwise
modified only by a written agreement executed by all of the parties to this
Agreement.
(p) Stop Transfer
Order. In furtherance of this Agreement, each Stockholder
shall and does hereby authorize and request that the Company instruct its
transfer agent to enter a stop transfer order, consistent with the terms of this
Agreement and subject to such transfers as may be permitted by the express terms
hereof, with respect to all of the Voting Shares beneficially owned by such
Stockholder.
(q) Further
Assurances. From time to time, at the other party’s request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be reasonably
necessary to consummate and make effective, in the most expeditious manner
practicable, the Election of Directors.
(r) Fiduciary
Duties. Notwithstanding anything in this Agreement to the
contrary set forth herein, none of the covenants and agreements contained in
this Agreement shall prevent any Stockholder from serving as an officer of the
Company or a member of the Company’s Board of Directors, or from taking any
action, subject to the applicable provisions of the Conversion Agreement, while
acting in such capacity as an officer or a director of the Company.
(s) Specific
Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to their heirs, personal representatives, or assigns by reason of a failure
to perform any of the obligations under this Agreement and agree that the terms
of this Agreement shall be specifically enforceable. If any party
hereto or his heirs, personal representatives, or assigns institutes any action
or proceeding to specifically enforce the provisions hereof, any person against
whom such action or proceeding is brought hereby waives the claim or defense
therein that such party or such personal representative has an adequate remedy
at law, and such person shall not offer in any such action or proceeding the
claim or defense that such remedy at law exists.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Voting Agreement
as of the date first above written.
Solar
EnerTech Corp
|
|
By:
|
/s/
Leo Shi Young
|
Leo
Shi Young
|
|
Chief
Executive Officer and President
|
|
CONVERSION
STOCKHOLDERS:
|
|
THE
QUERCUS TRUST
|
|
By:
|
/s/
David Gelbaum
|
Name:
|
David
Gelbaum
|
Title:
|
Trustee
|
/s/
Leo Young
|
|
LEO
YOUNG, individually
|