October 21, 2009 8K Exhibit 10.9





Exhibit 10.9
 

VOTING AGREEMENT

VOTING AGREEMENT, dated as of October 15, 2009 (this "Agreement"), by and among Zoom
Technologies, Inc., a Delaware corporation (the "Company"), and the stockholders listed on the signature pages hereto under the
heading "Stockholders" (each, a "Stockholder" and collectively, the "Stockholders").  

WHEREAS, the Company and certain investors (each, an "Investor", and
collectively, the "Investors") have entered into a Securities Purchase Agreement, dated as October 15, 2009 (the "Securities
Purchase Agreement"), pursuant to which, among other things, the Company has agreed to issue and sell to the Investors and the
Investors have agreed to purchase, (i) shares of the Company's common stock, par value $0.01 per share (the "Common Stock");
and (ii) five series of warrants which will be exercisable to purchase shares of Common Stock.

WHEREAS, as of the date hereof, the Stockholders own collectively 3,946,559 shares of Common Stock,
which represent in the aggregate approximately 63% of the total issued and outstanding capital stock of the Company; and 

WHEREAS, as a condition to the willingness of the Investors to enter into the Securities Purchase Agreement and to
consummate the transactions contemplated thereby (collectively, the "Transaction"), the Investors have required that each
Stockholder agrees, and in order to induce the Investors to enter into the Securities Purchase Agreement, each Stockholder has agreed, to
enter into this Agreement with respect to all the Common Stock now owned and which may hereafter be acquired by the Stockholders and
any other securities, if any, which such Stockholder is currently entitled to vote, or after the date hererof, becomes entitled to vote, at any
meeting of stockholders of the Company (the "Other Securities").

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:



ARTICLE I



VOTING AGREEMENT OF THE STOCKHOLDER



SECTION 1.01.   Voting Agreement.  Subject to the last sentence of this Section 1.01, each Stockholder hereby agrees
that at any meeting of the stockholders of the Company, however called, and in any action by written consent of the Company's stockholders,
each of the Stockholders shall vote the Common Stock and the Other Securities:  (a) in favor of the Stockholder Approval (as defined in the
Securities Purchase Agreement) as described in Section 3.1(a) of the Securities Purchase Agreement; and (b) against any proposal or
any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Securities Purchase Agreement or which could result in any of the conditions to the Company's
obligations under the Securities Purchase Agreement not being fulfilled.  Each Stockholder acknowledges receipt and review of a copy of the
Securities Purchase Agreement and the other Transaction Documents (as defined in the Securities Purchase Agreement).  The obligations of
the Stockholders under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.  









ARTICLE II



REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

Each Stockholder hereby represents and warrants, severally but not jointly, to each of the Investors as
follows:


SECTION 2.01.   Authority Relative to This Agreement.  Each Stockholder has all necessary legal capacity, power and
authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated
hereby.  This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of
such Stockholder, enforceable against such Stockholder in accordance with its terms, except (a) as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or
affecting generally the enforcement of creditors' and other obligees' rights, (b) where the remedy of specific performance or other forms of
equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may
be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

SECTION 2.02.   No Conflict.  (a) The execution and delivery of this Agreement by such Stockholder does not, and the
performance of this Agreement by such Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule,
regulation, order, judgment or decree applicable to such Stockholder or by which the Common Stock or the Other Securities owned by such
Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Common Stock or the Other Securities owned by such Stockholder pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder
is a party or by which such Stockholder or the Common Stock or Other Securities owned by such Stockholder are bound.



(b) 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 by such Stockholder.


SECTION 2.03.   Title to the Stock.  As of the date hereof, each Stockholder is the owner of the number of shares of
Common Stock set forth opposite its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought
before holders of capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock
and voting power of the Company set forth on such Appendix.  Such Common Stock are all the securities of the Company owned, either of
record or beneficially, by such Stockholder.  Such Common Stock are owned free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature
whatsoever.  No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Common
Stock or Other Securities owned by such Stockholder.



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ARTICLE III



COVENANTS



SECTION 3.01.   No Disposition or Encumbrance of Stock.  Each Stockholder hereby covenants and agrees that, until the
Stockholder Approval has been obtained, except as contemplated by this Agreement, such Stockholder shall not offer or agree to sell,
transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist
any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Stockholder's voting rights, charge or other
encumbrance of any nature whatsoever ("Encumbrance") with respect to the Common Stock or Other Securities, directly or
indirectly, initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the
foregoing; provided, however, that any such Stockholder may assign, sell or transfer any Common Stock or Other
Securities provided that any such recipient of the Common Stock or Other Securities has delivered to the Company and each Investor a
written agreement in a form reasonably satisfactory to the Investors that the recipient shall be bound by, and the Common Stock and/or Other
Securities so transferred, assigned or sold shall remain subject to this Agreement.

SECTION 3.02.   Company Cooperation.  The Company hereby covenants and agrees that it will not, and such
Stockholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company
in relation thereto), recognize any Encumbrance or agreement on any of the Common Stock or Other Securities subject to this Agreement
unless the provisions of Section 3.01 have been complied with.  The Company agrees to use its reasonable best efforts to ensure that at any
time in which any Stockholder Approval is required pursuant to Section 3.1(a) of the Securities Purchase Agreement, it will cause holders of
Common Stock or Other Securities representing the percentage of outstanding capital stock required to vote in favor of the Transaction in
order for the Company to comply with its obligations under Section 3.1(a) of the Securities Purchase Agreement to become party to and
bound by the terms and conditions of this Agreement and the Common Stock and Other Securities held by such holders to be subject to the
terms and conditions of this Agreement.  



ARTICLE IV



MISCELLANEOUS





SECTION 4.01.   Further Assurances.  Each Stockholder will execute and deliver such further documents and instruments
and take all further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.

SECTION 4.02.   Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms hereof and that any Investor (without being joined by any other
Investor) shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.  Any Investor shall
be entitled to its reasonable attorneys' fees in any action brought to enforce this Agreement in which it is the prevailing party.


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SECTION 4.03.   Entire Agreement.  This Agreement constitutes the entire agreement among the Company and the
Stockholders with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral,
among the Company and the Stockholders with respect to the subject matter hereof.

SECTION 4.04.   Amendment.  The provisions of this Agreement may not be amended or waived, nor may this
Agreement be terminated by the Company other than pursuant to the provisions of Section 4.07.

SECTION 4.05.   Severability.  If any provision of this Agreement is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall
be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).

SECTION 4.06.   Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York.  The parties hereby agree that all actions or proceedings arising directly or indirectly from or in connection
with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern
District of New York located in New York County, New York.  The parties consent to the jurisdiction and venue of the foregoing courts and
consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the
State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its
address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the
same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts.
Each of the Company and each Stockholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that suit, action, or
proceeding has been brought in an inconvenient forum.  Each Stockholder hereby appoints the Company, with offices at 207 South Street,
Boston, Massachusetts 02111, as its agent for service of process in the United States.  EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


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SECTION 4.07.   Termination.  This Agreement shall terminate immediately following the occurrence of the Stockholder
Approval.




[Signature Page Follows]




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IN WITNESS WHEREOF, each Stockholder and the Company has duly executed this Agreement.



	 	 	
THE COMPANY:

	 	 	
ZOOM TECHNOLOGIES, INC.

	 	 	
By:
	 
	 	 	 	
Name:  

	 	 	 	
Title:  

	
Dated: October ___, 2009
	 	 	 
	 	 	
Address:
	
Zoom Technologies, Inc.

   207 South Street

   Boston, Massachusetts 02111

	 	 	 	 





 


 


 








	 	 	
STOCKHOLDERS:

	 	 	

 

	 	 	
LEI GU

	 	 	 
	
Dated:  October ___, 2009
	 	 
	 	 	
Address:
	 
	 	 	 	 






 

 







	 	 	
STOCKHOLDERS:

	 	 	

 

	 	 	
CAO WEI

	 	 	 
	
Dated:  October ___, 2009
	 	 
	 	 	
Address:
	 
	 	 	 	 






 

 

 

 








APPENDIX A


	
Stockholder
	
Common Stock 

Owned
	
Percentage of Stock Outstanding
	
Voting Percentage 

of Stock

Outstanding

	
Lei Gu
	
2,786,271
	
44.9%
	
44.9%

	
Cao Wei
	
1,160,288
	
18.7%
	
18.7%