Exhibi t 10.8
This Voting Agreement (this “ Agreement ”) is made and entered into as of March 30, 2007 (the “ Effective
Date ”), by and among Baywood International Inc., a Nevada corporation (the “ Company ”), and the
individuals listed as stockholders on Exhibit A attached hereto (the “ Shareholders ”).
A. Concurrently herewith, the Company is issuing to certain investors (the “Investors” ) in a
private placement pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended, units (the “Units” ) consisting of (i) 5,000 shares of Series I 8% cumulative convertible preferred
stock and (ii) 250,000 common stock purchase warrants (the “Private Placement” ).
B. Northeast Securities, Inc. ( “NESC” ) acted as the exclusive placement agent with respect to
the Private Placement.
C. As an inducement to the Investors to purchase the Units, the Company, NESC and the
Shareholders desire to enter into this Agreement to set forth their agreements and understandings with respect to
how shares of the Company’s capital stock held by the Shareholders will be voted on certain matters.
NOW THEREFORE , in consideration of the above recitals and the mutual covenants made herein, the parties
hereby agree as follows:
1. ELECTION OF THE NESC DESIGNEES TO THE COMPANY'S BOARD OF
1.1 Voting Board Composition . During the term of this Agreement, each Shareholder
agrees to vote all shares of capital stock of the Company now or hereafter directly or indirectly owned (of record
or beneficially) by such Shareholder, in such manner as may be necessary to elect (and maintain in office) a five-
person Board of Directors (the “ Board ”) consisting of, in part, two (2) individuals designated from time to time
in a writing delivered to the Company and signed by NESC (the “ NESC Designees ”).
1.2 Initial NESC Designees . The initial NESC Designees shall be as set forth on