Exhibit 4.3 to Insignia Systems, Inc. Form 8-K (05-20-04)





EXHIBIT 4.3  



VOTING AGREEMENT 



        VOTING
AGREEMENT, dated as of May 20, 2004 (the “Agreement”), between Insignia
Systems, Inc., a Minnesota corporation (the “Company”), and
Scott F. Drill (the “Stockholder”). 



W I T N E S S E T H  



        WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Company is
entering into a Purchase Agreement, dated as of the date hereof (as such agreement may
hereafter be amended from time to time, the “Purchase Agreement”), with certain
investors (the “Investors”) which provides for, upon the terms and subject to
the conditions set forth therein, the sale of shares of the Company’s Common Stock,
par value $0.01 per share (the “Securities”);  



        WHEREAS,
pursuant to the Purchase Agreement, the Company has agreed to call a special meeting of
its stockholders to approve, among other things, the sale of the Shares to the Investors
(the “Proposal”);  



        WHEREAS,
as of the date hereof, the Stockholder owns beneficially the number of shares of Common
Stock set forth opposite the Stockholder’s name on Schedule I hereto
(all such shares so owned and which may hereafter be acquired by such Stockholder prior to
the termination of this Agreement, whether upon the exercise of options, conversion of
convertible securities, exercise of warrants or by means of purchase, dividend,
distribution or otherwise, being referred to herein as the Stockholder’s
“Shares”);  



        WHEREAS,
approval of the Proposal by the Company’s stockholders is required in order to
consummate the sale of the Securities; 



        WHEREAS,
as a condition to the Investors’ willingness to enter into the Purchase Agreement,
the Investors have requested that the Stockholder enter into this Agreement; and 



        WHEREAS,
in order to induce the Investors to enter into the Purchase Agreement, the Stockholder is
willing to enter into this Agreement. 



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



ARTICLE 1. 



TRANSFER AND VOTING OF SHARES; AND

OTHER COVENANTS OF THE STOCKHOLDER 



        SECTION 1.1.   Voting
of Shares. From the date hereof until termination of this Agreement pursuant
to Section 3.2 hereof (the “Term”), at any meeting of the
stockholders of the Company, however called and at any adjournment or
postponement thereof, and in any action by consent of the stockholders of the
Company, the Stockholder shall (A) appear at such meeting or  






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otherwise cause his Shares to be
counted as present thereat for purposes of establishing a quorum and (B) vote (or
cause to be voted) its Shares in favor of the Proposal and such other matters as may be
necessary or advisable to consummate the transactions contemplated by the Purchase
Agreement. 




        SECTION 1.2.   No
Inconsistent Arrangements. Except as contemplated by this Agreement, the
Stockholder shall not during the Term (i) transfer, or consent to any
transfer of, any or all of the Stockholder’s Shares or any interest
therein, or create or permit to exist any lien or other encumbrance on such
Shares not in effect on the date hereof, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any
or all of such Shares or any interest therein, (iii) grant any proxy,
power-of-attorney or other authorization in or with respect to such Shares,
(iv) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares, or (v) take any other
action that would in any way restrict, limit or interfere with the performance
of its obligations hereunder or the transactions contemplated hereby or by the
Purchase Agreement; provided, however, the Stockholder shall be permitted to
transfer any or all of such Shares to his Affiliates, provided that such
Affiliates agreed to be bound by the terms of this Agreement.  



        SECTION 1.3.   Proxy;
Reliance. The Stockholder hereby revokes any and all prior proxies or powers
of attorney in respect of any of the Stockholder’s Shares and constitutes
and appoints the Company, or any nominee of the Company, with full power of
substitution and resubstitution, at any time during the Term, as its true and
lawful attorney and proxy (its “Proxy”), for and in its name, place
and stead, to vote each of such Shares as his Proxy in favor of the matters set
forth in Section 1.1, at every annual, special, adjourned or postponed meeting
of the stockholders of the Company, including the right to sign its name (as
stockholder) to any consent, certificate or other document relating to the
Company that the Minnesota Business Corporation Act may permit or require as
provided in Section 1.1.  



THE FOREGOING PROXY
AND POWER OF ATTORNEY ARE 
IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. 



        SECTION 1.4.   Stop
Transfer. The Stockholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Stockholder’s Shares, unless such transfer is made
in compliance with this Agreement. 



        SECTION 1.5.   Additional
Shares. The Stockholder hereby agrees, while this Agreement is in effect, to
promptly notify the Company of the number of any new Shares acquired (whether
upon the exercise of options, conversion of convertible securities, exercise of
warrants or by means of purchase, dividend, distribution or otherwise) by such
Stockholder, if any, after the date hereof. 



        SECTION 1.6.   Disclosure. The
Stockholder hereby authorizes the Company to publish and disclose in the Proxy
Statement (including all documents and schedules filed with the SEC), his
identity and ownership of the Shares and the nature of his commitments,
arrangements and understandings under this Agreement. 






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ARTICLE II. 



REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER 



        The
Stockholder hereby represents and warrants to the Company as follows: 



        SECTION 2.1.   Due
Authorization, etc. The Stockholder has all requisite power and authority to
execute, deliver and perform this Agreement, to appoint the Company as his Proxy
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement, the appointment of the Company as
Stockholder’s Proxy and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of
Stockholder. This Agreement has been duly executed and delivered by or on behalf
of the Stockholder and constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought.  



        SECTION 2.2.   Required
Filings and Consents. The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by the Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority (other than
any necessary filing under the Exchange Act), domestic or foreign, except where
the failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the performance
by the Stockholder of the Stockholder’s obligations under this Agreement.




        SECTION 2.3.   Ownership
of Shares. The Stockholder is the record and beneficial owner of the Shares
set forth opposite his name on Schedule I hereto. On the date hereof, such
Shares constitute all of the Shares owned of record or beneficially by such
Stockholder. 



ARTICLE III. 



MISCELLANEOUS 



        SECTION 3.1.   Definitions. Terms
used but not otherwise defined in this Agreement have the meanings ascribed to
such terms in the Purchase Agreement. 



        SECTION 3.2.   Termination. This
Agreement shall terminate and be of no further force and effect (i) by the
written mutual consent of the parties hereto, (ii) automatically and without any
required action of the parties hereto upon the approval of the Proposal at the
Stockholders’ Meeting, including any adjournments or postponements thereof,
or (iii) automatically and without any required action of the parties hereto
upon termination of the Purchase Agreement in accordance with its terms. No such
termination of this Agreement shall relieve any party hereto from any liability
for any breach of this Agreement prior to termination. 






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        SECTION 3.3.   Further
Assurance. From time to time, at another party’s request and without
consideration, each party hereto shall execute and deliver such additional
documents and take all such further action as may be necessary or desirable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement. 



        SECTION 3.4.   No
Waiver. The failure of any party hereto to exercise any right, power or
remedy provided under this agreement or otherwise available in respect hereof at
law or in equity, or to insist upon compliance by any other party hereto with
its obligations hereunder, or any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance. 



        SECTION 3.5.   Specific
Performance. The Stockholder acknowledges that if the Stockholder fails to
perform any of his obligations under this Agreement, immediate and irreparable
harm or injury would be caused to the Company for which money damages would not
be an adequate remedy. In such event, the Stockholder agrees that the Company
shall have the right, in addition to any other rights it may have, to specific
performance of this Agreement. Accordingly, should the Company institute an
action or proceeding seeking specific enforcement of the provisions hereof, the
Stockholder hereby waives the claim or defense that the Company has an adequate
remedy at law and hereby agrees not to assert in any such action or proceeding
the claim or defense that such a remedy at law exists. 



        SECTION 3.6.   Notice. All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made (i) as of the
date delivered or sent by facsimile if delivered personally or by facsimile, and
(ii) on the third business day after deposit in the U.S. mail, if
mailed by registered or certified mail (postage prepaid, return receipt
requested), in each case to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice, except that
notices of changes of address shall be effective upon receipt): 



	(a) 	  	
If to the Company: 
Insignia Systems, Inc. 
6470 Sycamore Court North 
Maple Grove,
Minnesota 55369 
Attention: Scott F. Drill, CEO 
Fax: (763) 392-6222 







	(b) 	  	
If to the Stockholder, at the address set forth below the Stockholder’s
name on Schedule I hereto. 







        SECTION 3.7.   Expenses. All
fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the Company,
including, without limitation, the fees, costs and expenses incurred by the
Stockholder. 






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        SECTION 3.8.   Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.




        SECTION 3.9.   Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the maximum extent possible. 



        SECTION 3.10.   Entire
Agreement; No Third-Party Beneficiaries. This Agreement constitutes the
entire agreement and supersedes any and all other prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof, and this Agreement is not intended to
confer upon any other person any rights or remedies hereunder. 



        SECTION 3.11.   Assignment. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise. 



        SECTION 3.12.   Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Minnesota applicable to contracts executed in and to be
performed entirely within that State. 



        SECTION 3.13.   Amendment. This
Agreement may not be amended except by an instrument in writing signed on behalf
of the Company and the Stockholder. 



        SECTION 3.14.   Waiver. Any
party hereto may (a) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties of the other parties hereto
contained herein or in any document delivered pursuant hereto and (c) waive
compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights. 



        SECTION 3.15.   Descriptive
Headings; Interpretation. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. 



        SECTION 3.16.   Counterparts. This
Agreement may be executed (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in 






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separate counterparts, each of which
when executed shall be deemed to be an original but all of which shall constitute one and
the same agreement. 


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        IN
WITNESS WHEREOF, the Company and the Stockholder have caused this Agreement to be executed
as of the date first written above. 


	  	  	  	  	  	  
	 	  	INSIGNIA SYSTEMS, INC. 
	

    		

By:   	 	

    	 
	 	

	   		 	 	Name:  
Title: 
	

    		

By:   	 	

    	 
	 	

	   		 	 	Scott F. Drill 

























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Schedule I  




	Name and Address of Stockholder  	 	 	 		 
	  	 	Shares owned directly	 	80,020	 
	Scott F. Drill	 
	Insignia Systems, Inc.	 	Shares owned indirectly	 
	6470 Sycamore Court North 	 	(Family Limited Partnership)	 	80,000	 
	Maple Grove, MN 55369-6032 	

	
  	 	  	 	160,020 	  
	 	

	
  	 	Excludes stock options of: 	 	160,000	 
























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