Unassociated Document


    SHAREHOLDER
      VOTING AGREEMENT

    


    This
      Agreement is made between Michael Hartstein (“Hartstein”), Solomon Lax (“Lax”)
      and Isidore Sobkowski (“Sobkowski”) (collectively, Hartstein, Lax and Sobkowski
      referred to herein as the "Shareholders") dated March 6, 2006.

    


    WHEREAS,
      on March
      3, 2006 Hartstein and Lax purchased an aggregate of 3,160,000 shares of common
      stock of Aprecia, Inc., a Delaware corporation (the “Corporation”);

    


    WHEREAS,
      on March
      6, 2006, Sobkowski and the Corporation entered into an Asset Purchase Agreement
      whereby Sobkowski transferred the know-how related to the creation and issuance
      of automated alerts for fraudulent wagers placed at North American thoroughbred
      races to the Corporation in consideration for 9,700,000 shares of common stock
      of the Corporation;

    


    WHEREAS,
      the
      Shareholders desire to enter into this Agreement to provide for the voting
      of
      their shares in connection with the election of directors of the Corporation
      and
      certain other matters; and

    


    WHEREAS,
      Hartstein will own 960,000 of shares of common stock in the Corporation;


    


    WHEREAS,
      Lax will
      own 2,200,000 of shares of common stock in the Corporation; and

    


    WHEREAS,
      Sobkowski will own 9,700,000 of shares of common stock in the
      Corporation.

    


    NOW
      THEREFORE, IT IS AGREED AS FOLLOWS:

    


    Section
      1.
      Election
      of Directors.
      In the
      election of members of the board of directors, each Shareholder agrees to vote
      all of such Shareholder's shares of common stock of the Corporation entitled
      to
      vote which may now or hereafter be owned or held of record by such Shareholder,
      or as to which such Shareholder now or hereafter has voting power, for the
      following candidates:

    


    1.1
       A
      candidate designated by Sobkowski.

     

    1.2 
A
      candidate designated by Lax.

     

    1.3 
Candidates
      mutually agreeable to Sobkowski and Lax.

     

    Each
      Shareholder entitled to designate a candidate for the board of directors shall
      notify the other Shareholders of such Shareholder's candidate within 10 days
      of
      receiving notice of any meeting of shareholders at which directors are to be
      elected, if such meeting is one in which no specific notice is required, then
      not later than 10 days before such meeting is scheduled to begin. If no
      designation is received by a Shareholder from another Shareholder, such
      Shareholder shall be entitled to presume that the incumbent director, if any,
      designated by each such Shareholder shall continue to be the designee of such
      Shareholder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Section
      2.
      Removal
      of Directors.
      If at
      any time any a Shareholder who has designated a candidate who has been elected
      as a director notifies the other Shareholders of such Shareholder's desire
      and
      intention to remove or replace such Shareholder's designee or to fill a vacancy
      caused by the resignation of such Shareholder's designee, all Shareholders
      shall
      cooperate in causing the requested removal and/or replacement by voting in
      the
      appropriate manner.

    


    Section
      3.
      Intentionally
      Left Blank.
      

    


    Section
      4.
      Irrevocable
      Proxies.
      Each
      Shareholder hereby grants to, and is deemed to have executed in favor of, all
      of
      the other Shareholders, an irrevocable proxy to vote, or to give written consent
      with respect to, all the voting equity securities owned by the grantor of the
      proxy for the election to the board of directors of such individuals as the
      grantee of the proxy shall be entitled to designate pursuant to this
      Agreement.

    


    Section
      5.
      Lock-Up.
      Sobkowski
      and Lax
      hereby agree that from the date hereof until the date that
      Sobkowski
      and
      Lax
      mutually
      agree in writing to release the other party from the restrictions set forth
      in
      the Section 5
      (the
“Restrictive Period”), each will not sell or otherwise dispose of any capital
      stock of the Corporation, any rights to acquire capital stock of the Corporation
      or any capital stock which either
      party
      has a
      right to acquire. Further, until Lax is released by Sobkowski,
      Hartstein shall also not sell or otherwise dispose of any capital stock of
      the
      Corporation, any rights to acquire capital stock of the Corporation or any
      capital stock which Hartstein has a right to acquire during the Restrictive
      Period. Sobkowski,
      Lax
      and
      Harstein may sell or otherwise dispose of any capital stock of the Corporation,
      any rights to acquire capital stock of the Corporation or any capital stock
      which each party has a right to acquire (i) in connection with an offer made
      to
      all stockholders of the Corporation or any merger, consolidation or similar
      transaction involving the Corporation, or (ii) with the prior written consent
      of
the
      other
      two parties to this Agreement.
      During
      the Restrictive Period, Sobkowski,
      Lax
      and
      Harstein may each sell shares of common stock during each quarter equal to
      1% of
      the total outstanding shares of common stock of the Corporation provided that
      such sales are lawfully permitted to be sold. To the extent that Sobkowski,
      Lax
      and
      Harstein do not sell their respective allotted shares during any such quarter,
      Sobkowski,
      Lax
      and
      Harstein may sell their respective balance thereof in any subsequent quarter.
      Sobkowski,
      Lax
      and
      Harstein further agree that the Corporation is authorized to place "stop orders"
      on its books and a legend on each of the certificates representing the shares
      held by Sobkowski,
      Lax
      and
      Harstein to prevent any transfer of shares of capital stock or other securities
      by Sobkowski,
      Lax
      and
      Harstein in violation of this Agreement. 

     

    
      
        
        

      

      
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    Section
      6.
      Remedies.
      The
      parties acknowledge that any violation of this Agreement will cause irreparable
      harm to the parties hereto. As a consequence, the parties agree that if any
      party fails to abide by the terms of this Agreement, any other party will be
      entitled to specific performance, including the immediate issuance of a
      temporary restraining order or preliminary injunction enforcing this Agreement,
      and to judgment for damages caused by such breach, and to any other remedies
      provided by applicable law.

    


    Section
      7.
      Term.
      This
      Agreement shall terminate upon the voluntary written agreement of all parties
      who are then bound by the terms of this Agreement, but in any event, this
      Agreement shall terminate two years after the date hereof. 

    


    Section
      8.Miscellaneous
      

    


    8.1 Waivers
      and Amendments.
      

    


    (a) This
      Agreement may be amended, modified or supplemented only by a written instrument
      executed by the parties hereto. The provisions of this Agreement may be waived
      only by an instrument in writing executed by the party granting the waiver.
      No
      action taken pursuant to this Agreement, including without limitation, any
      investigation by or on behalf of any party, shall be deemed to constitute a
      waiver by the party taking such action of compliance with any representation,
      warranty, covenant or agreement contained herein. The waiver by any party hereto
      of a breach of any provision of this Agreement shall not operate or be construed
      as a further or continuing waiver of such breach or as a waiver of any other
      or
      subsequent breach.

    


    (b) No
      failure on the part of any party to exercise, and no delay in exercising any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are not
      exclusive of any other remedies provided by law.

    


    8.2 Notices.
      All
      notices, requests, demands and other communications that are required or may
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given or made: if by hand, immediately upon delivery; if by telex,
      telecopier, telegram or similar electronic device, immediately upon sending,
      provided it is sent on a business day, but if not, then immediately upon the
      beginning of the first business day after being sent; if by Federal Express,
      Express Mail or any other overnight delivery service, on the first business
      day
      after dispatch; if by registered or certified mail, return receipt requested,
      upon receipt by the addressee. All notices, requests and demands are to be
      given
      or made to the parties at the following addresses (or to such other address
      as
      either party may designate by notice in accordance with the provisions of this
      paragraph):

     

    
      
        
        

      

      
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              If
                to Sobkowski:

            	
              Isidore
                Sobkowski

            
	 	 	
              1177
                High Ridge Road

            
	 	 	
              Stamford,
                CT 06905

            
	 	 	
              Telephone:
                (203) 249-2048

            
	 	 	
              Facsimile:
                (203) 968-9033

            
	 	 	 
	 	
              With
                a copy to:

            	
              Hilary
                B. Miller, Esq.

            
	 	 	
              Law
                Offices of Hilary B. Miller

            
	 	 	
              112
                Parsonage Road

            
	 	 	
              Greenwich,
                CT 06830-3942

            
	 	 	
              Telephone:
                (203) 399-1320

            
	 	 	
              Facsimile:
                (914) 206-3727

            
	 	 	 
	 	
              If
                to Lax:

            	
              Solomon
                Lax

            
	 	 	
              5616
                Park Heights Avenue

            
	 	 	
              Baltimore,
                MD 21215

            
	 	 	
              Telephone:
                (410) 664-7501

            
	 	 	
              Facsimile:
                (410) 664-4163

            
	 	 	 
	 	
              If
                to Hartstein:

            	
              Michael
                Hartstein

            
	 	 	
              9
                Dolson Road

            
	 	 	
              Monsey,
                New York 10952

            
	 	 	
              Telephone:
                (845) 425-3468

            
	 	 	
              Facsimile:
                ( ) - 

            


    

    


    8.3 Entire
      Agreement.
      This
      Agreement set forth the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof and supersede any prior
      negotiations, agreements, understandings or arrangements between the parties
      hereto with respect to the subject matter hereof.

    


    8.4 Binding
      Effect, Benefits, Construction.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors. Nothing in this Agreement, expressed or
      implied, is intended to confer on any person other than the parties hereto,
      or
      their respective successors, any rights, remedies, obligations or liabilities
      under or by reason of this Agreement.

    


    8.5 Intentionally
      Left Blank. 

    


    8.6  Applicable
      Law, Venue, Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, borough of Manhattan for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is improper
      or inconvenient venue for such proceeding. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof via registered or certified
      mail or overnight delivery (with evidence of delivery) to such party at the
      address in effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. The parties hereby waive all
      rights to a trial by jury. If either party shall commence an action or
      proceeding to enforce any provisions of the Agreement, then the prevailing
      party
      in such action or proceeding shall be reimbursed by the other party for its
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding

     

    
      
        
        

      

      
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    8.7  Section
      and Other Headings.
      The
      section and other headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Agreement.

    


    8.8  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    IN
      WITNESS WHEREOF,
      the
      Shareholders have signed this Agreement as of the date first written
      above.

     

    
      	
              /s/Isidore
                Sobkowski

            	
              /s/Solomon
                Lax

            
	
              Isidore
                Sobkowski

            	
              Solomon
                Lax

            


    

    


     

    /s/Michael
      Hartstein 

    Michael
      Hartstein

    


    
      
        
        

      

      
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