Exhibit 4.5 to CapSource Financial, Inc. Form 8-K/A Amendment 3 dated May 1, 2006








Exhibit 4.5  


CapSource Financial, Inc.


VOTING AGREEMENT AND IRREVOCABLE PROXY


          This
Voting Agreement and Irrevocable Proxy (this “Agreement”),
dated May 1, 2006 (the “Effective
Date”), is executed by and among CapSource Financial, Inc., a
Colorado corporation (the “Company”), Randolph Pentel, a director of the
Company and the beneficial owner of a majority of the Company’s outstanding
common stock (“Mr. Pentel”), and
Pandora Select Partners, L.P. (the “Investor”).
The Company, Mr. Pentel and the Investor are each individually
referred to in this Agreement as a “Party”
and are collectively referred to in this Agreement as the “Parties.” Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Securities Purchase Agreement (defined below).


W I T N E S S E T H


          WHEREAS,
the Company and the Investor have negotiated and intend to enter into a
Securities Purchase Agreement dated May 1, 2006 (the “Securities Purchase
Agreement”);


          WHEREAS,
as a condition to closing on the Securities Purchase Agreement, the Company,
Mr. Pentel and the Investor agreed to enter into this Agreement for the purpose
of (i) nominating for election the one (1) individual designated by the
Investor to serve as a director on the Company’s Board of Directors; and (ii)
providing for the voting of all of Mr. Pentel’s Shares (as defined below) in
connection with the election of directors of the Company; 


          NOW
THEREFORE, the parties hereto agree as follows:


          1.
Nomination of Director Candidates. In
connection with each election of members of the Board of Directors of the
Company, the Company agrees to nominate for election the one (1) individual
designated from time to time by the Investor (the “Director Candidate”) to
serve as a director on the Company’s Board of Directors. 


          2.
Agreement to Vote. In connection with each
election of members of the Board of Directors of the Company where a Director
Candidate is standing for election, Mr. Pentel agrees to vote all of his shares
of common stock of the Company entitled to vote, whether now or hereafter owned
or held of record by Mr. Pentel or as to which Mr. Pentel now or hereafter has
voting power (his “Shares”), for such Director Candidate. 


          3.
Irrevocable Proxy. Mr. Pentel hereby grants to,
and is deemed to have executed in favor of, the Investor an irrevocable proxy
coupled with an interest to vote or to give written consent with respect to all
of his Shares for the election of the Director Candidate to the Company’s Board
of Directors.


          4.
Endorsement of Certificates. Each certificate
representing Mr. Pentel’s Shares shall be inscribed substantially as follows:


	
 

	
 


	
 

	
          “The
  transfer of the shares represented by this certificate is restricted under
  the terms of a Voting Agreement and Irrevocable Proxy dated May 1, 2006, a
  copy of which is on file at the offices of the Corporation.”










          5.
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, the non-breaching 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
cause by such breach, including attorneys’ fees, and to any other remedies
provided by applicable law.


          6.
Term. The obligations of the Parties to this
Agreement shall continue until the earlier of such time as the Investor no
longer beneficially owns any of the Shares, Warrants or Warrant Shares issued
in connection with the Securities Purchase Agreement, or the Agreement is
voluntarily terminated by written notice of the Investor.


          7. Miscellaneous


                    (a)
Amendment. Except as expressly provided in this
Agreement, neither this Agreement nor any term of this Agreement may be
amended, waived, discharged, or terminated other than by a written instrument referencing
this Agreement and signed by the Company and the Investor.


                    (b)
Notices. All notices and other communications
required or permitted under this Agreement will be in writing and will be
mailed by registered or certified mail, postage prepaid, sent by facsimile,
sent by electronic mail, or otherwise delivered by hand or by messenger
addressed:


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
if to the
  Company, to:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
CapSource
  Financial, Inc.

	
 

	
CapSource
  Financial, Inc.


	
 

	
 

	
2305 Canyon
  Boulevard

	
 

	
1729 Donegal
  Drive


	
 

	
 

	
Suite 103

	
 

	
Woodbury, MN
  55125


	
 

	
 

	
Boulder, CO
  80302

	
 

	
Attn: Steven
  Reichert, Secretary


	
 

	
 

	
Attn: Fred
  C. Boethling, CEO

	
 

	
Facsimile
  number: (651) 578-6614


	
 

	
 

	
Facsimile
  number: (303) 245-0521

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy
  by facsimile only to:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Rider Bennett
  LLP

	
 

	
 


	
 

	
 

	
33 South 6th
  St.

	
 

	
 


	
 

	
 

	
Minneapolis,
  MN 55402

	
 

	
 


	
 

	
 

	
Attn: David
  B. Dean

	
 

	
 


	
 

	
 

	
Facsimile
  number: (612) 337-7616

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
if to Mr.
  Pentel, to:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Randolph M.
  Pentel

	
 

	
 


	
 

	
 

	
815 Deer
  Trial Court

	
 

	
 


	
 

	
 

	
St. Paul, MN
  55118

	
 

	
 


	
 

	
 

	
Facsimile number:
  (651) 292-1030

	
 

	
 





2






	
 

	
 

	
 

	
 

	
 


	
 

	
(iii)

	
if to the
  Investor, to:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Pandora Select Partners, L.P.

	
 

	
 


	
 

	
 

	
3033
  Excelsior Boulevard, Suite 300

	
 

	
 


	
 

	
 

	
Minneapolis,
  Minnesota 55416

	
 

	
 


	
 

	
 

	
Attn:
  Jonathan D. Wood, CFO

	
 

	
 


	
 

	
 

	
Facsimile
  number: (612) 253-6151

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy
  by telecopier only to:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Fulbright
  & Jaworski L.L.P.

	
 

	
 


	
 

	
 

	
2100 IDS
  Center

	
 

	
 


	
 

	
 

	
80 South 8th
  Street

	
 

	
 


	
 

	
 

	
Minneapolis,
  Minnesota 55402

	
 

	
 


	
 

	
 

	
Attn: Girard
  P. Miller

	
 

	
 


	
 

	
 

	
Facsimile
  number: (612) 321-2288

	
 

	
 








	
 

	
 


	
 

	
          (iv)
  Each such notice or other communication will, for all purposes of this
  Agreement and the other Transaction Agreements, be treated as effective or
  having been given when delivered if delivered personally, or, if sent by
  mail, at the earlier of its receipt or 72 hours after such communication has
  been deposited in a regularly maintained receptacle for the deposit of the
  United States mail, addressed and mailed as specified above or, if sent by
  facsimile, upon confirmation of facsimile transfer or, if sent by electronic
  mail, when directed to the electronic mail address set forth above.





          (c)
Governing Law. This Agreement will be governed
in all respects by the internal laws of the State of Minnesota as applied to
agreements entered into among Minnesota residents to be performed entirely
within Minnesota, without regard to Minnesota conflicts-of-law principles.


          (d)
Severability. If any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable, or void, then this Agreement will continue in full
force and effect without such illegal, unenforceable, or void provision, and
the Parties agree to negotiate, in good faith, a legal and enforceable
substitute provision which most nearly effects the Parties’ intent in entering
into this Agreement as expressed in this Agreement.


          (e)
Titles and Subtitles. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement. All references in this
Agreement to sections, paragraphs, exhibits, and schedules will, unless
otherwise provided, refer to sections and paragraphs of this Agreement and
exhibits and schedules attached to this Agreement.


          (f)
Counterparts. This Agreement may be executed in
any number of counterparts, each of which will be enforceable against the
Parties actually executing such counterparts, and all of which together will
constitute one instrument.


          (g)
Facsimile Execution and Delivery. A facsimile
or other reproduction of this Agreement may be executed by one or more Parties,
and an executed copy of this Agreement may be delivered by one or more Parties
by facsimile or similar electronic transmission device pursuant to which the signature
of or on behalf of such Party can be seen, and such execution and delivery will
be considered valid, 


3






binding, and
effective for all purposes. At any Party’s request, all Parties agree to
execute an original of this Agreement as well as any facsimile or other
reproduction hereof.


          (h)
Jurisdiction and Venue. With respect to any
disputes arising out of or related to this Agreement, the Parties consent to
the exclusive jurisdiction of, and venue in, the state courts in Hennepin
County, Minnesota (or, in the event of exclusive federal jurisdiction, the
federal courts of the District of Minnesota).


          (i)
Further Assurances; Binding Agreement. Each
Party agrees to execute and deliver, by the proper exercise of such Party’s
corporate, limited liability company, partnership, or other powers, all such
other and additional instruments and documents and do all such other acts and
things as may be necessary to more fully perform this Agreement. This Agreement
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties hereto. 


          (j)
Construction. The Parties have participated
jointly in negotiating and drafting this Agreement. If any ambiguity, question
of intent, or question of interpretation arises with respect to this Agreement,
then this Agreement will be construed as if drafted jointly by the Parties, and
no presumption or burden of proof will arise favoring or disfavoring any Party
by virtue of the authorship of any of the provisions of this Agreement. 


[signature page follows]


4






          The Parties have executed this Voting
Agreement and Irrevocable Proxy as of the Effective Date.


	
 

	
 

	
 


	
 

	
CAPSOURCE FINANCIAL, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Steven
  Reichert


	
 

	
 

	
Vice
  President and Secretary


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Randolph Pentel


	
 

	
 


	
 

	
INVESTOR:


	
 

	
 


	
 

	
PANDORA SELECT PARTNERS L.P.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Jonathan D. Wood


	
 

	
 

	
Chief
  Financial Officer


	
	




Signature Page to CapSource Financial, Inc. Voting Agreement and
Irrevocable Proxy