Unassociated Document


    Exhibit
      10.3

     

    VOTING
      AGREEMENT

     

    VOTING
      AGREEMENT
      (this
“Agreement”),
      dated
      as of December 29, 2006 by and between Leonard Sokolow (“LS”)
      and
      Timothy Mahoney (“TM”)
      (all
      of the parties to this Agreement are collectively referred to as the
“Parties”).

     

    RECITALS:

     

    The
      parties to this Agreement desire to provide for certain rights and obligations
      relating to the composition of the vFinance, Inc. (VFIN) Board of
      Directors.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, covenants and
      agreements herein contained, the parties agree as follows

     

    1. Definitions.
      All
      capitalized terms used in this Agreement and not otherwise defined herein shall
      have the meanings set forth in the Asset Purchase Agreement.

     

    2. VFIN
      Board of Directors.
      (a)
      LS
      and TM agree, in their capacity as stockholders and/or directors of VFIN, to
      vote as follows:

     

    (i) So
      long
      as LS owns 1,000,000 VFIN common shares (as adjusted for stock splits, stock
      dividends or reorganizations), TM shall vote for (and, if applicable, vote
      to
      nominate) LS or LS’s qualified designee (subject to TM’s approval of such
      designee which approval shall not be unreasonably withheld) which designee
      shall
      be to serve as a director of VFIN.

     

    (ii) So
      long
      as TM owns 1,000,000 VFIN common shares (as adjusted for stock splits, stock
      dividends or reorganizations), LS shall vote for (and, if applicable, vote
      to
      nominate) TM or TM’s designee (subject to LS’s approval of such designee which
      approval shall not be unreasonably withheld) to serve as a director of
      VFIN.

     

    (iii) LS
      and TM
      agree and acknowledge that the stockholders of VFIN have the independent right
      to nominate, elect and remove directors of VFIN, and that no other stockholders
      besides LS and TM are bound by this Section 2.

     

    3. Notices.
      All
      notices and all communications hereunder shall be delivered in writing, with
      delivery to LS and TM as follows:

     

    Leonard
      Sokolow

    19783
      115th
      Avenue
      South

    Boca
      Raton, FL 33431

    


    Tim
      Mahoney

    68
      Cayman
      Place

    Palm
      Beach Gardens, FL 33418. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Non-Assignability.
      This
      Agreement shall not be assigned by any Party without the express prior written
      consent of the other Parties, and any attempted assignment without such consents
      shall be null and void.

     

    5. Amendment;
      Waiver.
      This
      Agreement may be amended, supplemented or otherwise modified only by a written
      instrument executed by all of the Parties. No waiver by a Party of any of the
      provisions hereof shall be effective unless explicitly set forth in writing
      and
      executed by the Party so waiving. The waiver by any Party of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach or performance.

     

    6. No
      Third Party Beneficiaries.
      Nothing
      herein shall create or establish any third-party beneficiary hereto nor confer
      upon any person not a Party to this Agreement any rights or remedies of any
      nature or kind whatsoever under or by reason of this Agreement.

     

    7. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the Laws
      of
      the State of Florida applicable to a contract executed and performed in such
      State without giving effect to the conflicts of laws principles
      thereof.

     

    8. Disputes.
      All
      disputes under this Agreement shall be resolved in accordance with Sections
      12.9-12.11 of the Asset Purchase Agreement. 

     

    9. Consent
      to Jurisdiction.
      Subject
      to the provisions of Section 7, the Parties irrevocably agree that all actions
      arising under or relating to this Agreement and the transactions contemplated
      hereby shall be brought exclusively in any United States District Court or
      Florida State Court located in Palm Beach County, Florida, having subject matter
      jurisdiction over such matters, and each of the Parties hereby consents and
      agrees to such personal jurisdiction, and waives any objection as to the venue,
      of such courts for purposes of such action.

     

    10. Entire
      Agreement.
      This
      Agreement sets forth the entire understanding of the Parties hereto and
      supersede all prior agreements whether written or oral relating to the same
      subject matter.

     

    11. Severability.
      If any
      provision of this Agreement shall be declared by any court of competent
      jurisdiction to be illegal, void or unenforceable, all other provisions of
      this
      Agreement shall not be affected and shall remain in full force and effect.
      If
      any provision of this Agreement is so broad as to be unenforceable, that
      provision shall be interpreted to be only so broad as is
      enforceable.

     

    12. Signatures.
      This
      Agreement shall be effective upon delivery of original signature pages or
      facsimile copies (or copies transmitted by portable data format (pdf) file)
      thereof executed by each of the Parties.

     

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      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    13. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which together shall be deemed to be one
      and
      the same instrument. The Parties to this Agreement need not execute the same
      counterpart.

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed as of the date first
      above written. 

     

    


    
      
        	
                /s/
                  Leonard J. Sokolow

                LEONARD
                  SOKOLOW

                


                


                /s/
                  Timothy Mahoney

                TIMOTHY
                  MAHONEY 

              


      

    

     

     

    
      
         

      

      
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