Unassociated Document


    Exhibit
      10.1

    
 

    PARENT
      VOTING AGREEMENT

     

    THIS
      VOTING AGREEMENT (this “Agreement”)
      is
      made and entered into as of July 16, 2007, by and among Zealous Holdings, Inc.,
      a Delaware corporation (the “Company”),
      and
      each of the undersigned shareholders (each, a “Shareholder”)
      of
      Atlantic Syndication Network, Inc., a Nevada corporation (the “Parent”).
      

     

    RECITALS 

     

    A.    Concurrently
      with the execution of this Agreement, Parent, ASNI-II., a Delaware corporation
      and a wholly-owned subsidiary of Parent (“Merger
      Sub”),
      and
      the Company have entered into an Agreement and Plan of Merger (the “Merger
      Agreement”),
      which
      provides for the merger (the “Merger”)
      of the
      Company with and into Merger Sub. 

     

    B.    Pursuant
      to
      the Merger, all of the issued and outstanding shares of capital stock of the
      Company will be canceled and converted into the right to receive the
      consideration set forth in the Merger Agreement upon the terms and subject
      to
      the conditions set forth in the Merger Agreement. 

     

    C.    As
      of the
      date hereof, each Shareholder Beneficially Owns (as defined below) the number
      of
      Shares (as defined below) of capital stock of Parent. 

     

    D.    In
      order to
      induce the Company to execute the Merger Agreement, each Shareholder undertakes
      to vote its Shares as provided in this Agreement, and the execution and delivery
      of this Agreement and the Proxy (as defined below) is a material condition
      to
      the Company’s willingness to enter into the Merger Agreement. 

     

    E.    As
      a
      shareholder of Parent, each Shareholder will benefit from the execution and
      delivery of the Merger Agreement and the consummation of the transactions
      contemplated thereby.

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows: 

     

    1.    Certain
      Definitions.
      Capitalized terms not defined herein shall have the meanings ascribed to them
      in
      the Merger Agreement. For purposes of this Agreement: 

     

    (a)   A
      Person shall be
      deemed to “Beneficially
      Own”
a
      security if such Person has “beneficial ownership” of such securities as
      determined pursuant to Rule 13d-3 under the Securities Exchange Act of
      1934, as amended.

     

    (b)   “Expiration
      Date”
means
      the earlier to occur of (i) such date and time as the Merger shall become
      effective in accordance with the terms and provisions of the Merger Agreement
      and (ii) such date and time as the Merger Agreement shall have been validly
      terminated pursuant to Article VII thereof. 

     

    (c)   “Options”
means:
      (i) all securities Beneficially Owned by a Shareholder as of the date of
      this Agreement that are convertible into, or exercisable or exchangeable for,
      shares of capital stock of Parent, including, without limitation, options,
      warrants and other rights to acquire shares of Parent Ordinary Shares or other
      shares of capital stock of Parent; and (ii) all securities of which such
      Shareholder acquires Beneficial Ownership during the period from the date of
      this Agreement through and including the Expiration Date that are convertible
      into, or exercisable or exchangeable for, shares of capital stock of Parent,
      including, without limitation, options, warrants and other rights to acquire
      shares of Parent Ordinary Shares or other shares of capital stock of
      Parent.

     

    (d)   “Shares”
means:
      (i) all shares of capital stock of Parent Beneficially Owned by a
      Shareholder as of the date of this Agreement; and (ii) all shares of
      capital stock of Parent of which such Shareholder acquires Beneficial Ownership
      during the period from the date of this Agreement through and including the
      Expiration Date, including, without limitation, in each case, shares issued
      upon
      the conversion, exercise or exchange of Options, but does not mean any shares
      of
      capital stock of Parent disposed of by such Shareholder after the date
      hereof.

     

    2.    Agreement
      to Vote Shares.
      

     

    (a)   Until
      the
      Expiration Date, at every meeting of shareholders of Parent, however called,
      at
      every adjournment or postponement thereof, and on every action or approval
      by
      written consent of shareholders of Parent with respect to any of the following,
      each Shareholder shall vote, to the extent not voted by the Person(s) appointed
      under the Proxy (as defined below), all of its Shares or cause its Shares to
      be
      voted: 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i)    in
      favor of
      (i) amending the Articles of Incorporation of the Parent to change the name
      of
      the Parent to “Zealous Holdings, Inc.,” (ii) amending the Articles of
      Incorporation of the Parent to increase the number of shares of Parent Common
      Stock which the Corporation is authorized to issue from 50,000,000 to
      100,000,000 shares, (iii) amending the Articles of Incorporation of the Parent
      to increase the number of shares of Parent Preferred Stock which the Parent
      is
      authorized to issue from 500,000 to 1,000,000 shares, (iv) amending the Articles
      of Incorporation of the Parent to permit the Board of Directors of the Parent
      to
      issue blank check preferred stock, (vi) amending the Articles of Incorporation
      of the Parent to authorize the Board of Directors to issue convertible preferred
      stock, as set forth in the Certificate of Designations attached hereto as
      Exhibit A, (vii) amending the Articles of Incorporation of the Parent to to
      provide that 12 issued and outstanding shares of Parent Common Stock be combined
      into one share of validly issued, fully paid, and nonassessable share of Common
      Stock, (viii) the appointment of Marcum & Kliegman LLP as the independent
      certified public accountants of Parent for the year ending December 31, 2007
      (ix) changing the State of incorporation of the Corporation to Delaware (x)
      such
      other changes to the Articles of Incorporation and/or By-Laws of the Parent
      that
      the Company and Board of Directors of Parent deem reasonably necessary to
      accomplish the Merger and (xii) any other actions presented to holders of
      shares of capital stock of Parent that would reasonably be expected to
      facilitate the Merger Agreement, the issuance of the Parent Preferred Stock,
      the
      Merger and the other actions and transactions contemplated by the Merger
      Agreement or the Proxy; and

     

    (ii)    against
      approval of any proposal made in opposition to the Merger Agreement or
      consummation of the Merger and the other transactions contemplated by the Merger
      Agreement or the Proxy. 

     

    (b)    Each
      Shareholder shall not enter into any agreement or understanding with any Person
      to vote or give instructions to vote in any manner inconsistent with this
      Section 2.

     

    3.    Irrevocable
      Proxy.
      Concurrently with the execution of this Agreement, each Shareholder agrees
      to
      deliver to the Company an irrevocable proxy in the form attached hereto as
      Exhibit A (the “Proxy”),
      which
      shall be irrevocable to the fullest extent permitted by applicable law, covering
      all of such Shareholder’s Shares. Each Shareholder shall deliver additional
      proxies in the form or Exhibit A covering any additional Shares which such
      Shareholder acquires Beneficial Ownership during the period from the date of
      this Agreement through and including the Expiration Date, including, without
      limitation, in each case, shares issued upon the conversion, exercise or
      exchange of Options. 

     

    4.    Representations,
      Warranties and Covenants of Each Shareholder.
      Each
      Shareholder, severally with respect to itself only, represents, warrants and
      covenants to the Company as follows:

     

    (a)    It
      is the
      Beneficial Owner of the Shares and the Options.

     

    (b)    It
      does not
      Beneficially Own any shares of capital stock of Parent or any securities
      convertible into, or exchangeable or exercisable for, shares of capital stock
      of
      Parent, other than the Shares and Options.

     

    (c)    It
      has the
      full power to dispose, vote or direct the voting of its Shares. 

     

    (d)    Its
      Shares
      are, and at all times up to and including the Expiration Date such Shares will
      be, unless disposed of by such Shareholder, Beneficially Owned by such
      Shareholder, free and clear of any rights of first refusal, co-sale rights,
      security interests, liens, pledges, claims, options, charges, proxies, voting
      trusts or agreements, understandings or arrangements, or any other encumbrances
      of any kind or nature.

     

    (e)    The
      execution
      and delivery of this Agreement and the Proxy by such Shareholder does not,
      and
      such Shareholder’s performance of its obligations under this Agreement will not
      conflict with or violate any order, decree, judgment, statute, law, rule,
      regulation or agreement applicable to such Shareholder and its Shares or
      Options, except where such conflict or violation would not, individually or
      in
      the aggregate, materially impair the ability of such Shareholder to perform
      his
      or her obligations hereunder.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (f)    It
      has all
      requisite power and authority to make, enter into and perform the terms of
      this
      Agreement and the Proxy without limitation, qualification or restriction on
      such
      power and authority.

     

    (g)    Except
      as
      expressly contemplated herein, such Shareholder is not a party to, and its
      Shares are not subject to or bound in any manner by, any contract or agreement
      relating to such Shares, including without limitation, any voting agreement,
      option agreement, purchase agreement, shareholders’ agreement, partnership
      agreement or voting trust. 

     

    5.    Consents
      and Waivers.
      Each
      Shareholder (not in his or her capacity as a director or officer of Parent)
      hereby gives all consents and waivers that may be reasonably required from
      him
      or her for the execution and delivery of this Agreement and the Proxy under
      the
      terms of any agreement or instrument to which such Shareholder is a party, which
      consent or waiver is required solely because of the consummation of the Merger
      in accordance with the terms of the Merger Agreement. 

     

    6.    Termination.
      This
      Agreement and the Proxy shall terminate and shall have no further force or
      effect as of the Expiration Date. 

     

    7.    Shareholder
      Capacity.
      So long
      as a Shareholder or a representative of such Shareholder is an officer or
      director of Parent, nothing in this Agreement shall be construed as preventing
      or otherwise affecting any actions, judgment or decisions taken by such
      Shareholder in his or her capacity as an officer or director of Parent or any
      of
      its Subsidiaries or from fulfilling the obligations and responsibilities of
      such
      office (including the performance of obligations required by the fiduciary
      obligations and responsibilities of such Shareholder acting solely in his or
      her
      capacity as an officer or director), it being agreed and understood that this
      Agreement shall apply to such Shareholder solely in his or its capacity as
      a
      shareholder.

     

    8.    Miscellaneous.
      

     

    (a)    Waiver.
      No
      failure on the part of Parent, Company or any Shareholder to exercise any power,
      right, privilege or remedy under this Agreement, and no delay on the part of
      Parent, Company or such Shareholder in exercising any power, right, privilege
      or
      remedy under this Agreement, shall operate as a waiver of such power, right,
      privilege or remedy; and no single or partial exercise of any such power, right,
      privilege or remedy shall preclude any other or further exercise thereof or
      of
      any other power, right, privilege or remedy. Neither Parent, Company nor any
      Shareholder shall be deemed to have waived any claim arising out of this
      Agreement, or any power, right, privilege or remedy under this Agreement, unless
      the waiver of such claim, power, right, privilege or remedy is expressly set
      forth in a written instrument duly executed and delivered on behalf of Parent,
      Company or such Shareholder, as appropriate; and any such waiver shall not
      be
      applicable or have any effect except in the specific instance in which it is
      given. 

     

    (b)    Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed duly given (i) on the date of delivery if delivered personally
      and/or by messenger service, or (ii) on the date of confirmation of receipt
      (or, the first Business Day following such receipt if the date is not a Business
      Day) if delivered by a nationally recognized courier service. All notices
      hereunder shall be delivered as set forth below, or pursuant to such other
      instructions as may be designated in writing by the party to receive such
      notice:

     

    (a)    If
      to the
      Parent, to: 

    Atlantic
      Syndication Network, Inc.

    P.O.
      Box
      30010 

    Las
      Vegas, Nevada 89173-0010

    Att:
      Kent
      G. Wyatt, Sr.

     

    with
      a
      copy (which shall not constitute notice to: 

     

    Fennemore
      Craig, P.C.

    300
      South
      Fourth Street

    Suite
      1400

    Las
      Vegas, NV 89101

    Att:
      David G. LeGrand

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (b)   If
      to the Company,
      the Shareholders or the Shareholder Representative, to: 

    Zealous
      Holdings, Inc. 

    1800
      Century Park East, Suite 200

    Los
      Angeles, CA 90067 

    Att:
      Milton C. Ault III

     

    with
      a
      copy (which shall not constitute notice to: 

     

    Jones
      Garneau LLP

    670
      White
      Plains Road

    Scarsdale,
      NY 10583

    Att:
      Robert Newman

    


    if
      to a
      Shareholder: 

    To
      the
      address for notices set forth below such

    Shareholder’s
      name on its signature page to this

    Agreement.
      

     

    (c)    Headings.
      All
      captions and section headings used in this Agreement are for convenience only
      and do not form a part of this Agreement. 

     

    (d)    Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by facsimile, all
      of
      which shall be considered one and the same agreement and shall become effective
      when one or more counterparts have been signed by each of the parties and
      delivered to the other parties, it being understood that all parties need not
      sign the same counterpart.

     

    (e)    Entire
      Agreement; Amendment.
      This
      Agreement and the Proxy constitute the entire agreement among the parties with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof. This Agreement may not be changed or modified, except
      by
      an agreement in writing specifically referencing this Agreement and executed
      by
      each of the parties hereto.

     

    (f)    Severability.
      In the
      event that any provision of this Agreement or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other Persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void 

     

    or
      unenforceable provision of this Agreement with a valid and enforceable provision
      that will achieve, to the greatest extent possible, the economic, business
      and
      other purposes of such void or unenforceable provision.

     

    (g)    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of law thereof.

     

    (h)    Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document.

     

    (i)    Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      hereof in any court of the United States or any state having jurisdiction,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity. In the event of any such proceedings to enforce this agreement, the
      non-prevailing party will pay all costs and expenses incurred by the prevailing
      party, including all reasonable attorneys’ and experts’ fees.

     

    (j)    Binding
      Effect; No Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, and, except as otherwise specifically provided herein, neither this
      Agreement nor any of the rights, interests or obligations of the parties hereto
      may be assigned by any of the parties without the prior written consent of
      the
      other parties. Any purported assignment in violation of this Section 8(j) shall
      be void. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement on the date first above written.


     

    
      	
               

               

               

            	
              ZEALOUS
                HOLDINGS, INC.

               

              By:
/s/
                Milton C. Ault
                III                                        

              Name:  Milton
                C. Ault III

              Title:  Chairman
&
                CEO

            


    

      

        

        

    
      	
               

               

            


    

    [COMPANY
      SIGNATURE PAGE TO PARENT VOTING AGREEMENT] 

    


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


    Shares
      Owned: 16,513,000

    Options
      Owned: ______________ 

    
      	
               

            	
              /s/
                Kent G. Wyatt, Sr. Sr. 

            
	 	
              Name:

            
	 	
              
                Address
                  for
                  Notice:________________________________

              

            
	 	
               

            
	
               

            	 


    

     

    Shares
      Owned: 6,250,000

    Options
      Owned: ______________ 

    
      	
               

            	
              /s/
                Sarah Wyatt 

            
	 	
              Name:

            
	 	
              Address
                for Notice:________________________________

            
	 	
               

            
	
               

            	 


    

    


    
 

    [SHAREHOLDER
      SIGNATURE PAGE TO PARENT VOTING AGREEMENT] 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    FORM
      OF IRREVOCABLE PROXY

     

     

    The
      undersigned shareholder (“Shareholder”)
      of
      Atlantic Syndication Network, Inc., a Nevada Corporation (“Parent”),
      hereby irrevocably (to the fullest extent permitted by law) appoints and
      constitutes Milton C. Ault III and ____________, and each of them individually,
      as the sole and exclusive attorneys-in-fact and proxies of the undersigned
      with
      full power of substitution and resubstitution, to vote and exercise all voting
      and related rights with respect to, and to grant a consent or approval in
      respect of (in each case, to the full extent that the undersigned is entitled
      to
      do so), all of the shares of capital stock of Parent that now are or hereafter
      may be Beneficially Owned by the undersigned, and any and all other shares
      or
      securities of Parent issued or issuable in respect thereof on or after the
      date
      hereto (collectively, the “Shares”),
      in
      accordance with the terms of this Proxy. Any and all prior proxies heretofore
      given by the undersigned with respect to any Shares are hereby revoked and
      the
      undersigned hereby covenants and agrees not to grant any subsequent proxies
      with
      respect to any Shares. Capitalized terms used and not defined herein have the
      meanings assigned to them in that certain Parent Voting Agreement, dated of
      even
      date herewith, by and among Parent, Company and Shareholder (the “Voting
      Agreement”).

     

    This
      Proxy is irrevocable (to the fullest extent permitted by law), is coupled with
      an interest and is granted pursuant to the Voting Agreement, and is granted
      in
      consideration of the Company entering into that certain Agreement and Plan
      of
      Merger (the “Merger
      Agreement”),
      dated
      as of July __, 2007, by and among Parent, Merger Sub and the Company. The Merger
      Agreement provides for the merger of Merger Sub with and into the Company in
      accordance with its terms (the “Merger”)
      and
      the receipt by the stockholders of the Company of the consideration set forth
      in
      the Merger Agreement.

     

    The
      attorneys-in-fact and proxies named above are hereby authorized and empowered
      by
      the undersigned to act as the undersigned’s attorney-in-fact and proxy to vote
      the Shares, and to exercise all voting, consent and similar rights of the
      undersigned with respect to the Shares (including, without limitation, the
      power
      to execute and deliver written consents), at every annual, special, adjourned
      or
      postponed meeting of shareholders of Parent and in every written consent in
      lieu
      of such meeting: 

     

    (i) in
      favor of (i) amending the Articles of Incorporation of the Parent to change
      the
      name of the Parent to “Zealous Holdings, Inc.,” (ii) amending the Articles of
      Incorporation of the Parent to increase the number of shares of Parent Common
      Stock which the Corporation is authorized to issue from 50,000,000 to
      100,000,000 shares, (iii) amending the Articles of Incorporation of the Parent
      to increase the number of shares of Parent Preferred Stock which the Parent
      is
      authorized to issue from 500,000 to 1,000,000 shares, (iv) amending the Articles
      of Incorporation of the Parent to permit the Board of Directors of the Parent
      to
      issue blank check preferred stock, (vi) amending the Articles of Incorporation
      of the Parent to authorize the Board of Directors to issue convertible preferred
      stock, as set forth in the Certificate of Designations attached hereto as
      Exhibit A, (vii) amending the Articles of Incorporation of the Parent to to
      provide that 12 issued and outstanding shares of Parent Common Stock be combined
      into one share of validly issued, fully paid, and nonassessable share of Common
      Stock, (viii) the appointment of Marcum & Kliegman LLP as the independent
      certified public accountants of Parent for the year ending December 31, 2007
      (ix) changing the State of incorporation of the Corporation to Delaware (x)
      such
      other changes to the Articles of Incorporation and/or By-Laws of the Parent
      that
      the Company and Board of Directors of Parent deem reasonably necessary to
      accomplish the Merger and (xii) any other actions presented to holders of
      shares of capital stock of Parent that would reasonably be expected to
      facilitate the Merger Agreement, the issuance of the Parent Preferred Stock,
      the
      Merger and the other actions and transactions contemplated by the Merger
      Agreement or the Proxy; and

     

    (ii) against
      approval of any proposal made in opposition to the Merger Agreement or
      consummation of the Merger and the other transactions contemplated by the Merger
      Agreement or the Proxy. The
      attorneys-in-fact and proxies named above may not exercise this Proxy with
      respect to any matter other than the matters described in clauses (i) or
      (ii) above, and Shareholder may vote the Shares on all other matters.


     

    Any
      obligation of the undersigned hereunder shall be binding upon the successors
      and
      assigns of the undersigned. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    So
      long
      as Shareholder or Shareholder’s representative is an officer or director of
      Parent, nothing in this Proxy shall be construed as preventing or otherwise
      affecting any actions, judgments or decisions taken by Shareholder in his or
      her
      capacity as an officer or director of Parent or any of its Subsidiaries or
      from
      fulfilling the obligations and responsibilities of such office (including
      without limitation, the performance of obligations required by the fiduciary
      obligations and responsibilities of Shareholder acting solely in his or her
      capacity as an officer or director), it being agreed and understood that this
      Proxy shall apply to the Shareholder solely in his or its capacity as a
      shareholder. 

     

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    This
      Proxy shall terminate, and be of no further force or effect, on the Expiration
      Date. 

     

     

    [Remainder
      of Page Intentionally Left Blank] 

     

    


    Dated:___________________,
      2007

    


    Signature:
       _______________________________

       

    Print
      Name:______________________________

       

    Address:________________________________

     

    Shares:__________________________________

          

    [SIGNATURE
      PAGE TO PROXY]

     

     

     

    9