Exhibit
10.19


 


Execution Copy


 


Innovative Micro Technology, Inc.


 


Voting Agreement


 


This Voting Agreement (this “Agreement”)
is made as of January 25, 2005 by and among Innovative Micro Technology,
Inc., a Delaware corporation (the “Company”), the stockholders listed on
the signature pages hereto (the “Current Stockholders”) and the
investors listed on Schedule I hereto (the “Investors”).


 


RECITALS


 


A.     As of the date of this Agreement, each Current Stockholder owns
the number of shares (the “Shares”) of common stock, par value $0.0001 per
share (the “Common Stock”) of the Company, and has such rights to acquire
additional shares of Common Stock, as are set forth opposite each such Current
Stockholder’s name on the signature pages hereto.


 


B.      The Investors and the Company have entered into a Preferred
Stock Purchase Agreement dated as of the date hereof (as the same may be
amended from time to time, the “Purchase Agreement”), pursuant to which the
Company will sell, and the Investors will buy, 1,000,000 shares of
Series A Redeemable Preferred Stock, 1,000,000 shares of Series A-1
Convertible Preferred Stock (the “Series A-1 Shares”) and warrants to
purchase up to 500,000 shares of Common Stock, for an aggregate purchase price
of $17,000,000.


 


C.      As a condition to the performance of their obligations under
the Purchase Agreement, the Investors, among other things, will require the
Current Stockholders and the Company to execute and deliver this Agreement.


 


D.      Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Purchase Agreement.


 


NOW, THEREFORE, in
consideration of the mutual premises and covenants set forth herein, the
Company, the Investors and the Current Stockholders hereby agree as follows:


 


1.                                       Definitions.


 


“Board”
means the Company’s Board of Directors.


 


“Conversion
Shares” means shares of Common Stock issued or issuable (on an as-converted
basis) on the conversion of Series A-1 Shares in accordance with the terms
of the Certificate of Designation of the Series A Redeemable Preferred
Stock and Series A-1 Convertible Preferred Stock.


 


“Common
Stock” means the Company’s Common Stock, par value $0.0001 per share.


 


“Current
Stockholder” has the meaning set forth in the first paragraph of this
Agreement, and also includes any Permitted Transferee of a Current Stockholder.


 





















 


“Current
Stockholder Shares” means shares of Common Stock held by a Current
Stockholder, together with any other voting securities issued with respect to,
on conversion of, or in exchange for such securities, and any other voting
securities acquired by the Current Stockholder after the date of this Agreement
or over which the Current Stockholder exercises voting power.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“First Public Offering” means the first
underwritten public offering of securities of the Company, after the date
hereof, pursuant to an effective registration statement under the Securities
Act resulting in gross proceeds of at least thirty-five million dollars ($35,000,000)
to the Company and at a price per share that is at least equal to $6.00 (as
adjusted for stock splits and the like), other than a registration statement
relating either to the sale of securities to employees, directors or
consultants of the Company pursuant to a stock option, stock purchase or
similar plan or a transaction under Rule 145 under the Securities Act.


 


“Investor”
means a person listed on Schedule I hereto, and, if a Subsequent
Closing takes place under the Purchase Agreement, a person listed on Schedule II
hereto.


 


“Investor
Shares” means the Series A Shares, the Series A-1 Shares and
Conversion Shares held by an Investor, together with any other voting
securities issued with respect to, on conversion of, or in exchange for such
securities, and any other voting securities acquired by the Investor after the
date of this Agreement or over which the Investor exercises voting power.


 


“L-3”
means L-3 Communications Corporation, a Delaware corporation.


 


“Liquidating
Transaction” means either (i) a merger or acquisition of the Corporation
(other than a transaction with a subsidiary) in which the stockholders of the
Corporation prior to such transaction do not own (in the same relative
proportions) a majority of the outstanding shares of the surviving corporation;
(ii) a sale, transfer or other disposition of all or substantially all of the
assets of the Corporation, or (iii) any other winding up or dissolution of the
Corporation.


 


“Majority
in Interest of the Current Stockholders” means Current Stockholders holding
more than 50% of the Shares held by all Current Stockholders.


 


“Notice”
has the meaning set forth in Section 12(c).


 


“Offeror”
has the meaning set forth in Section 2.1.


 


“Permitted
Transferee” means, as to any person proposing to transfer securities, any
of the following transferees, provided that,
such transferee agrees in writing to be bound by the terms of this Agreement:


 


(a)                        a partner,
retired partner, or affiliated partner of a transferor that is a partnership;


 


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(b)                       a member of any
transferor that is a limited liability company;


 


(c)                        a subsidiary or
affiliate of any transferor; or


 


(d)                       an immediate
family member of an individual transferor, or a trust for the benefit of such
transferor or immediate family member;


 


provided that, such
transferee agrees in writing to be bound by the terms of this Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means shares of Common Stock, Series or securities convertible into Common
Stock.  Whenever “Shares” refers to
securities convertible into Common Stock, the number of such Shares shall mean
the number of shares of Common Stock into which such securities are then
convertible.


 


2.                                       Agreement to
Vote.  Each Investor agrees to hold
its Investor Shares, to vote its Investor Shares at any annual or special
meeting of stockholders, and to give written consent with respect to its
Investor Shares, in accordance with the terms of this Agreement.  Each Current Stockholder and each Investor
agrees to hold its Shares, to vote its Shares at any annual or special meeting
of stockholders, and to give written consent with respect to its Shares, in
accordance with the terms of this Agreement.


 


3.                                       Election of
Directors.  On all matters
relating to the election of one or more directors of the Company, each of the
Current Stockholders and each Investor shall vote at regular or special
meetings of stockholders and give written consent with respect to, such number
of Current Stockholder Shares and Investor Shares then owned by them (or as to
which they then have voting power), as follows:


 


3.1                                 Series A-1
Director.  So long as
any Series A-1 Preferred Stock is outstanding and entitled to vote as a
separate class in the election of directors, each Investor agrees to vote the
Investor Shares held by him, her or it as may be necessary to nominate and
elect to the Board at any election of Series A-1 Director one (1)
representative designated by Investor Growth Capital (together with Investor AB
and its other affiliates, “IGC,” and such representative, an “IGC Nominee”).


 


3.2                                 Series A
Directors.  So long as
any Series A Preferred Stock is outstanding and entitled to vote as a
separate class in the election of directors, each Investor agrees to vote the
Investor Shares held by him, her or it as may be necessary to nominate and
elect the following individuals to the Board at any election of Series A
Directors:


 


(a)                                  one
representative designated by IGC (such representative also, an “IGC Nominee” and
together with the Series A-1 Director, the “IGC Nominees”); and


 


(b)                                 one
representative designated by BAVP VII, LP (together with its affiliates, “BAVP”
and such representative, the “BAVP Nominee”).


 


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3.3                                 L-3 Director.  The Current Stockholders and the Investors
agree that they shall vote the Current Stockholder Shares and the Investor
Shares as may be necessary to nominate and elect to the Board, among those
directors elected by the holders of Common Stock, one representative designated
by L-3.


 


3.4                                 Additional
Designation.  In the
event that the Series A Shares are redeemed such that there are no longer
any Series A Shares issued and outstanding,  then:


 


(a)                                  upon the
written request of IGC so electing, sent by IGC to the Company and to the
Current Stockholders and Investors within twelve (12) months of such
redemption, the Current Stockholders and Investors agree to vote the Investor
Shares or Current Stockholder Shares held by him, her or it, as may be necessary
to elect to the Board at any election of directors one (1) representative
designated by Investor Growth Capital (such representative also, thereafter an “IGC
Nominee”); and


 


(b)                                 upon the
written request of BAVP so electing, sent by BAVP to the Company and to the
Current Stockholders and Investors within twelve (12) months of such
redemption, the Current Stockholders and Investors agree to vote the Investor
Shares or Current Stockholder Shares held by him, her or it, as may be
necessary to elect to the Board at any election of directors one (1)
representative designated by BAVP (such representative, thereafter the “BAVP
Nominee”)


 


3.5                                 Removal;
Vacancy.  On all matters relating to the
removal of one or more directors of the Company, each of the Current Stockholders
and each Investor shall vote at regular or special meetings of stockholders and
give written consent with respect to, such number of shares of Investor Shares
and Current Stockholder Shares then owned by them (or as to which they then
have voting power) as may be necessary to remove from the Board any director
selected for removal by the stockholders entitled to designate such director
pursuant to Sections 3.1, 3.2, 3.3, or, as applicable, Section 3.4.  Any vacancy created by such removal shall be
filled pursuant to Section 3.1, 3.2, 3.3, or, as applicable, Section 3.4,
as appropriate. No director elected pursuant to Section 3.1, 3.2, 3.3, or,
as applicable, Section 3.4, may be removed without the vote or written
consent of the stockholder(s) entitled to designate such director pursuant to
such section.


 


3.6                                 Board Size.  The Investors and the Current Stockholders
shall vote the Investor Shares and Current Stockholder Shares at regular or
special meetings of stockholders, and shall give written consent with respect
to such Shares, to ensure that the size of the Board shall be set and remain at
eight (8) directors; provided, however, that if the Board, including both IGC
Nominees (or one IGC Nominee if there is then only one IGC Nominee on the Board)
and the BAVP Nominee (if there is then a BAVP Nominee on the Board), approves a
change in the number of authorized directors, such number may be changed in
accordance with the Bylaws and the Company’s Certificate of Designation, as
then in effect, including, without limitation, Sections I.F(8) and II.G(8).


 


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4.                                       Board Observers.


 


4.1                                 IGC.  In the event IGC elects not to nominate one
or both of the IGC Nominees pursuant to Section 3.1, 3.2(a) (and, as
applicable 3.4(a)), IGC may designate one person for each such seat on the
Board IGC elects not to fill, which person shall be entitled to attend all
meetings of the Board as a nonvoting observer (each such person, an “IGC
Observer”).  IGC may change either or both
IGC Observers at any time immediately upon notice to the Company.


 


4.2                                 Miramar Venture
Partners.  Miramar
Venture Partners (together with its affiliates, “Miramar”) may designate one
person to attend all meetings of the Board as a nonvoting observer (the “Miramar
Observer” and together with the IGC Observers, the “Observers”).  The initial Miramar Observer shall be Heiner
Sussner.  Miramar may change the Miramar
Observer at any time immediately upon notice to the Company.


 


4.3                                 Notice of
Meetings; Exclusion.  The Company
shall provide the Observers copies of all notices and other materials that it
provides to directors (the “Information”); provided, however, that the Company
reserves the right, which right shall not be unreasonably exercised, to exclude
any Observer from any meeting, or any portion thereof, and/or to exclude some
or all of the materials to be sent to the Observers, if, upon advice of
counsel, the Board determines in good faith that an Observer’s attendance at
such meeting, or portion thereof, and/or providing such materials or any
portion thereof to an Observer, could adversely affect the attorney-client
privilege between the Company and its counsel.


 


4.4                                 Confidentiality.  In connection with information and access
provided to Observers, IGC and Miramar each agree to treat, and to cause its
Observer or Observers to treat, with confidentiality those materials identified
by the Company as confidential or sensitive. 
The Company may require, as a condition to providing to Observers
information or access to meetings, the delivery of a confidentiality agreement
as reasonably necessary for the Company to comply with Regulation FD.


 


5.                                       Drag-Along.


 


5.1                                 If any of the
following transactions is (or has been) approved by the Board of Directors and
Investors holding at least a majority of the then-outstanding Series A-1
Shares (including Common Stock issued upon conversion of such shares), each
other Investor and each Current Stockholder shall vote its Investor Shares and
Current Stockholder Shares at any annual or special meeting of stockholders,
and give written consent with respect to such Shares, to approve such
transaction and to authorize the Company and its officers to take all other
actions reasonably necessary for its completion:


 


(a)                                  a Liquidating
Transaction yielding proceeds per share of Common Stock, as adjusted for
splits, reverse splits and the like and after payment of all obligations of the
Company and liquidation preferences, of at least $8.00;


 


(b)                                 a financing
transaction, the principal purpose of which is to raise capital for the
Company; or


 


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(c)                                  an amendment to
the Company’s Amended and Restated Certificate of Incorporation to add a new
sentence to the end of Article 5 thereof reading as follows, “Any director
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote for the election of such director.”


 


5.2                                 If the
completion of any transaction subject to Section 5.1 requires the
sale of outstanding capital stock to an acquirer of the Company, the Investors
and Current Stockholders agree to waive any dissenters’ rights, appraisal
rights or similar rights in connection with any such transaction and otherwise
cooperate with and execute and deliver such other documents as may be
reasonably requested in connection with the transactions contemplated thereby
including, without limitation, documents containing representations and
warranties as to title, power and authority and such other representations and
warranties as are appropriate in transactions of this type.  Each Investor and Current Stockholder agrees
not to take any actions contrary to their obligations under this Agreement and,
after receiving proper notice of any meeting of the Company’s stockholders
relating to such transaction, to be present, in person or by proxy, as holders
of shares of capital stock of the Company, at all such meetings, or
adjournments thereof, such that all shares of capital stock then held by such
holder may be counted for the purposes of determining the presence of a quorum
at such meetings and to return any written consent relating to such transaction
within two (2) business days of receipt thereof.


 


5.3                                 In the case of
a financing transaction, each Investor and each Current Stockholder agree to
vote their Investor Shares and Current Stockholder Shares, as applicable, at
any annual or special meeting of stockholders, and to give written consent with
respect to such Shares, to approve any amendment to the Certificate of Incorporation
or Bylaws necessary to complete such transaction, and to take any other action
reasonably requested by the Company, including, without limitation, executing
and delivering such other documents as may be reasonably requested in
connection with the transactions contemplated thereby.


 


6.                                       Expenses.  The Corporation shall reimburse all
Series A and Series A-1 Directors and Observers, and the L-3
Director, for reasonable expenses incurred in attending meetings of directors.


 


7.                                       New Option
Grants.  The Investors and the Current
Stockholders shall vote the Investor Shares and Current Stockholder Shares at
regular or special meetings of stockholders, and shall give written consent
with respect to such Shares, to ratify and approve an option exchange offer as
soon as practicable after the First Closing under the Purchase Agreement,
pursuant to which each employee of the Company shall have an opportunity to
surrender his or her outstanding options having an exercise price in excess of
$3.00 per share for cancellation in exchange for a grant of new options on a
date at least six months and one day after such cancellation, with the exercise
price of the new options established as the fair market value of the Common
Stock on the date of grant.


 


8.                                       Legend on Share
Certificates.  Each
certificate representing any Investor Shares or Founder Shares shall be
endorsed by the Company with a legend reading substantially as follows:


 


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“THE RIGHT TO VOTE THE
SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN A VOTING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE CORPORATION’S
PRINCIPAL PLACE OF BUSINESS.”


 


9.                                       Specific
Enforcement.  Each party
agrees that its obligations under this Agreement are necessary and reasonable
in order to protect the other parties to this Agreement, and each party
expressly agrees and understands that monetary damages would inadequately
compensate an injured party for the breach of this Agreement by any party, that
this Agreement shall be specifically enforceable, and that, in addition to any
other remedies that may be available at law, in equity or otherwise, any breach
or threatened breach of this Agreement shall be the proper subject of a
temporary or permanent injunction or restraining order, without the necessity
of proving actual damages.  Further, each
party hereto waives any claim or defense that there is an adequate remedy at
law for such breach or threatened breach.


 


10.                                 Covenants of
the Company.  The Company
agrees to use its commercially reasonable efforts to ensure that the rights
granted hereunder are effective and that the parties hereto enjoy the benefits
thereof.  The Company will not, by any
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all of the provisions of this
Agreement and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of the parties hereunder against
impairment.


 


11.                                 Termination.  This Agreement shall continue in existence
until terminated upon the earliest to occur of the following:


 


11.1                           an agreement in
writing terminating this Agreement signed by (i) the Company, (ii) 
Investors holding at least a majority of the then-outstanding Series A and
Series A-1 Shares (including Common Stock issued upon conversion thereof),
(iii) IGC, (iv) BAVP and (iii) with respect to Section 3.3, L-3.


 


11.2                           the effective
date of the First Public Offering;


 


11.3                           the time when
the Company lists its shares of Common Stock on any national stock exchange or
Nasdaq; or


 


11.4                           the effective
date of a Liquidating Transaction, other than a sale of assets (as defined in
the Company’s Certificate of Incorporation) (except a transaction with a
subsidiary or a transaction the primary purpose of which is to effect the
reincorporation of the Company into a different jurisdiction).


 


12.                                 Manner of
Voting.  The voting of shares pursuant
to this Agreement may be effected in person, by proxy, by written consent, or
in any other manner permitted by applicable law.


 


13.                                 Additional
Investors.  If a
Subsequent Closing takes place pursuant to the Purchase Agreement, the
purchasers of additional Series A and Series A-1 Shares at the


 


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Subsequent
Closing shall, after signing this Agreement and agreeing to be bound by its
terms, and performing their obligations under the Purchase Agreement, become
Investors as if original parties to this Agreement to the extent they own
Series A and Series A-1 Shares (and Common Stock issued on conversion
thereof) pursuant to such Subsequent Closing. 
The Company shall append a Schedule II to this Agreement listing
the name, address, facsimile number, Series A Shares, Series A-1
Shares and Conversion Shares held by each such additional Investor.  The original Investors and Current
Stockholders hereby consent to the Additional Investors’ becoming parties to
this Agreement on such terms, and consent to the Company’s delivery to the
Additional Investors of this Agreement and Schedule II, along with any
endorsements necessary to confirm the rights of the Additional Investors under
this Agreement.


 


14.                                 Miscellaneous.


 


(a)                                  Aggregation of
Stock.  When determining the number of
Shares held by any Current Stockholder or Investor for purposes of the rights
and obligations under this Agreement, the Shares held by any person shall be
aggregated with the Shares held or acquired by any affiliate, and all such
securities shall be deemed to be held by a single person.


 


(b)                                 Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


(c)                                  Notices.  All notices, requests, demands, approvals,
consents, waivers and other communications required or permitted to be given
under this Agreement (each, a “Notice”) shall be in writing and shall be
(i) delivered personally, (ii) mailed by first-class mail or
certified mail, return receipt requested, postage prepaid, (iii) sent by
next-day or overnight mail or delivery, or (iv) sent by facsimile
transmission, provided that a confirmation
statement is retained by sender, as follows:


 


(i)                                     if to an
Investor, to the address or facsimile number for that investor provided in Schedule I
or Schedule II;


 


(ii)                                  if to L-3, to


 


L-3 Communications
Corporation

600 Third Avenue

New York, New York  10016

Facsimile:  (212) 805-5494

Attention:  Christopher Cambria, Esq.


 


(iii)                               if to a Current
Stockholder employed by the Company, to such Current Stockholder at the address
for Notice to the Company;


 


(iv)                              if to a Current
Stockholder (other than L-3) who is not employed by the Company, to the address
of such Current Stockholder on the stock register of the Company;


 


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(v)                                 if to the
Company, to:


 


Innovative Micro Technology,
Inc.

75 Robin Hill Rd.

Santa Barbara, CA 93117

Facsimile:  805-967-2677

Attention:  John Foster, President


 


With a copy (which shall not
constitute Notice):


 


Sheppard, Mullin, Richter
& Hampton LLP

333 S. Hope Street, 48th Floor Los Angeles, CA 90017

Facsimile:  (213) 620-1398

Attention:  James J. Slaby, Esq.


 


(vi)                              or, for each
party described in subsection (i) through (v) above, at such other address
as may be specified from time to time in a Notice to the other parties hereto.


 


(vii)                           Any Notice to a
party having its address for Notices outside the United States shall be given
by facsimile.


 


(d)                                 Time of
Delivery.  Except as
may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be conclusively deemed to
have been duly given (a) when hand delivered to the other party; (b) on the day
when sent by facsimile to the number set forth on the signature page or Schedule I
if sent between 12:00 a.m. and 5:00 p.m. recipient’s local time on a business
day, or on the next business day if sent by facsimile to the number set forth
on Schedule I at another time or on a non-business day; (c) three business
days after deposit in the U.S. Mail with first class postage prepaid and
addressed to the other party at the address set forth on the signature page, Schedule I
or Schedule II to this Agreement, or (d) the next business day after
deposit with a national overnight delivery service, postage prepaid, addressed
to the parties as set forth below with next business day delivery guaranteed.


 


(e)                                  Attorneys’ Fees.  If any party hereto initiates any legal
action arising out of or in connection with this Agreement, the prevailing
party shall be entitled to recover from the other party all reasonable
attorneys’ fees, expert witness fees and expenses incurred by the prevailing
party in connection therewith.


 


(f)                                    Headings.  The headings contained in this Agreement are
for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement or any of its terms.


 


(g)                                 Counterparts.  This Agreement may be signed (including by
facsimile) in one or more counterpart signature pages, each of which shall be
deemed an original and all of which shall together constitute one and the same
instrument.


 


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(h)                                 Governing Law,
Jurisdiction and Venue.  This
Agreement shall be governed in all respects, including as to validity,
interpretation and effect, by the internal laws of the State of California,
without giving effect to the conflict of laws rules thereof.  Each Investor and the Company hereby
irrevocably submits to the jurisdiction of the courts of the State of
California, and the federal courts of the United States of America located in
the Central District of California, in respect of the interpretation and
enforcement of the provisions of this Agreement and of the documents referred
to in this Agreement, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement hereof or
of any such document, that it is not subject thereto or that such action, suit
or proceeding may not be brought or is not maintainable in said courts or that
the venue thereof may not be appropriate or that this Agreement or any of such
document may not be enforced in or by those courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such a California State Court or federal
court.  Each Investor, each Current
Stockholder and the Company hereby consents to and grants any such court
jurisdiction over the person of such parties and over the subject matter of any
such dispute and agree that mailing of process or other papers in connection
with any such action or proceeding in the manner provided in Section 14(c),
or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.


 


(i)                                     WAIVER OF JURY
TRIAL.  IF ANY DISPUTE BETWEEN THE
INVESTORS, THE CURRENT STOCKHOLDERS AND THE COMPANY ARISES OUT OF THIS
AGREEMENT OR ANY RELATED TRANSACTION, WITH RESPECT TO ANY LITIGATION THE
PARTIES EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL AND AGREE THAT
ANY SUCH LITIGATION SHALL BE TRIED BY A JUDGE WITHOUT A JURY.


 


(j)                                     Successors and
Assigns.  Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the successors and Permitted Transferees of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and Permitted Transferees any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.


 


(k)                                  No Third Party
Beneficiaries.  Nothing in
this Agreement shall confer any rights upon any Person other than the parties
to this Agreement and their heirs, legal representatives, successors and Permitted
Transferees.


 


(l)                                     Amendments and
Waivers.  Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of (a) as to the Company, only by
the Company; (b) as to the Investors, by persons holding at least a majority of
the then-outstanding Series A and Series A-1 Shares (including any
Common Stock issued or issuable upon conversion thereof) held by the Investors
and their assignees; provided, that the consent of IGC shall be required for
any amendment of Section 3.1, 3.2(a) and Section 3.4(a), and the
consent


 


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of BAVP shall be required for any amendment of Section 3.2(b)
and Section 3.4(b); (c) as to the Current Stockholders, by a Majority
in Interest among L-3 and the Current Stockholders who are then-employed by the
Company; and (d) as to the rights of L-3 under Section 3.3, by L-3; provided,
that, notwithstanding the foregoing, no consent of any Current Stockholder
shall be necessary for any amendment and/or restatement the sole purpose of
which is merely to include additional holders of preferred stock of the Company
as “Investors” as parties hereto or other individuals as “Current Stockholders”
and parties hereto.  Any Investor or
Current Stockholder may waive any of his/her/its rights hereunder without
obtaining the consent of any other Investor or Current Stockholder, as the case
may be.  Any amendment or waiver effected
in accordance with this Section 14(l) shall be binding upon each Investor,
its successors and assigns, the Company and the Current Stockholders in
question.  Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting the waiver
in any other respect or at any other time. 
Neither the waiver by any of the parties hereto of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges hereunder.


 


(m)                               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 by
virtue of such party’s execution of this Agreement or by the act of such party
in voting for such nominee or in proposing such nominee pursuant to this
Agreement.


 


The next page is the signature page.


 


11





















 


IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the date first above written.


 


	
  Company:

  	
   

  
	
   

  	
   

  
	
  INNOVATIVE
  MICRO TECHNOLOGY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John Foster

  	
   

  	
   

  
	
   

  	
  John Foster

  	
   

  
	
   

  	
  President and Chief
  Executive Officer

  	
   

  
				



 


12





















 


Current
Stockholders


 


	
   

  	
   

  	
  Outstanding

  Shares

  	
   

  	
  Vested

  Restricted

  Shares

  	
   

  	
  Shares Subject

  to Warrants and

  Options (Vested

  and Unvested)

  	
   

  
	
  L-3
  COMMUNICATIONS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CORPORATION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Reilly

  	
   

  	
   

  	
  1,569,500

  	
   

  	
  0

  	
   

  	
  1,133,500

  	
   

  
	
  Name: David Reilly

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: VP, Asst.
  General Counsel & Asst.

  Secretary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ John Foster

  	
   

  	
   

  	
  0

  	
   

  	
  126,077

  	
   

  	
  280,085

  	
   

  
	
  John
  Foster

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Peter Altavilla

  	
   

  	
   

  	
  0

  	
   

  	
  84,051

  	
   

  	
  187,446

  	
   

  
	
  Peter
  Altavilla

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chief
  Financial Officer, Secretary and Treasurer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Paul Rubel

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paul
  Rubel

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice
  President, Product Development

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Mike Shillinger

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mike
  Shillinger

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice
  President, Operations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Monteith Heaton

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monteith
  Heaton

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice
  President, Sales and Marketing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Douglas Thompson

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Thompson

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice
  President, Product Engineering and

  Quality

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																



 


13





















 


	
  Investors:

  
	
   

  
	
  INVESTOR GROWTH
  CAPITAL LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lisa Crawford

  	
   

  	
  its “A” Director

  
	
   

  	
  Name: Lisa Crawford

  
	
   

  	
  Title: “A” Director

  
	
   

  
	
  By:

  	
  /s/ Robert de Heus

  	
   

  	
  its “B” Director

  
	
   

  	
  Name: Robert de Heus

  
	
   

  	
  Title: “B” Director

  
	
   

  
	
  INVESTOR GROUP L.P.

  
	
   

  
	
  By: Investor Group
  GP LTD., its General Partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lisa Crawford

  	
   

  	
  its “A” Director

  
	
   

  	
  Name: Lisa Crawford

  
	
   

  	
  Title: “A” Director

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert de Heus

  	
   

  	
  its “B” Director

  
	
   

  	
  Name: Robert de Heus

  
	
   

  	
  Title: “B” Director

  
	
   

  
	
  BAVP VII, LLP

  
	
   

  
	
  by:
  BA Venture Partners VII, LLC, its General Partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Eric M. Sigler

  	
   

  
	
   

  	
  Name: Eric M. Sigler

  
	
   

  	
  Title: Member

  
	
   

  
	
  MIRAMAR VENTURE PARTNERS,
  L.P.

  
	
   

  
	
  By: Miramar Venture
  Associates, LLC, its general partner

  
	
   

  
	
  By:

  	
  /s/ Robert R. Holmen

  	
   

  
	
   

  	
  Name: Robert R. Holmen

  
	
   

  	
  Member

  
									



 


14





















 


Schedule I

Investors


 




	
   

  	
   

  	
  Shares, Series A-1

  Convertible

  Preferred Stock

  	
   

  
	
  Investor
  Growth Capital Limited

  National Westminster House

  Le Truchot, St. Peter Port

  GY1 4PW, Guernsey

  Channel Islands

  Tel.: +44 1481 732 615

  Facsimile: +44 1481 732 616

  Attention:  Wayne Tallowin

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a copy (which shall not

  constitute notice) to:

  Benjamin B. Quinones, Esq.

  Pillsbury Winthrop LLP

  2475 Hanover Street

  Palo Alto, CA 94304-1114

  Facsimile:  (650) 233-4545

  	
   

  	
  329,412

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Investor
  Group L.P.

  National Westminster House

  Le Truchot, St. Peter Port

  GY1 4PW, Guernsey

  Channel Islands

  Tel.: +44 1481 732 615

  Facsimile: +44 1481 732 616

  Attention:  Wayne Tallowin

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a copy (which shall not
 constitute notice) to:

  Benjamin B. Quinones, Esq.

  (address as above)

  	
   

  	
  141,176

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BAVP
  VII, L.P.

  950 Tower Lane, Suite 700

  Foster City, CA. 94404

  Facsimile:

  	
   

  	
  352,941

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Miramar
  Venture Partners

  2101 East Coast Hwy., Ste. 300

  Corona del Mar, CA 92625

  Facsimile: (949) 760-4451

  	
   

  	
  176,471

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  1,000,000

  	
   

  






 


I-1