VOTING AGREEMENT
----------------
THIS AGREEMENT made this 27th day of August, 1997, between Mining
Services International Corporation, a Utah corporation having its principal
place of business at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxx 00000 (the
"Company"), and the shareholders (the "Shareholders") of the Company whose names
and addresses are set forth on the signature page of this Agreement (the
"Agreement").
R E C I T A L S :
WHEREAS, the Common Stock of the Company is quoted on The Nasdaq Stock
Market;
WHEREAS, The Nasdaq Stock Market has advised the Company of its intent
to cause the Common Stock of the Company to be delisted from The Nasdaq Stock
Market in part because of the substantial influence and control of the Company
represented by the ownership of Common Stock by the Shareholders;
WHEREAS, the undersigned Shareholders hold, in the aggregate 23% of the
issued and outstanding Common Stock of the Company; and
WHEREAS, the Company has appealed the decision of The Nasdaq Stock
Market to cause its Common Stock to be delisted and proposes to address the
issue of voting influence and control through an agreement with the Shareholders
on the terms and conditions hereinafter set forth
A G R E E M E N T :
NOW, THEREFORE, in consideration of the premises and to induce The
Nasdaq Stock Market to permit continued listing of the Company's securities
which the Shareholders and the Company acknowledge is in the substantial best
interests of the Company and all of the shareholders of the Company, including
the Shareholders, the Company and the Shareholders agree as follows:
l. Voting Agreement. On all matters submitted to Shareholders for
approval, whether at an annual meeting of shareholders, a special meeting of
shareholders or pursuant to a consent solicitation, the undersigned Shareholders
irrevocably agree to vote all of the shares held by them in the same proportions
as all other shares voting or consenting with respect to the matter are cast.
For example, if 60% of shares voting or consenting with respect to a proposal
submitted to shareholders are cast in favor of the proposal, 25% are cast
against and 15% abstain, the Shareholders will vote or consent as to all of
their shares in the same proportions.
2. Term. This Agreement shall be effective for so long as The Nasdaq
Stock Market shall require for purposes of maintaining qualification for listing
either on The SmallCap Market or The Nasdaq Stock Market.
1
3. Binding Effect. This Agreement shall be binding upon the heirs,
successors or assigns of the Shareholders and shall be applicable to any shares
now owned or subsequently acquired by such Shareholders or their affiliates;
however, shares sold or transferred by the Shareholders in public market
transactions, to charitable or educational institutions or to parties
unaffiliated with the Shareholders ("affiliate" having the same definition for
these purposes as under the Securities Exchange Act of 1934) shall no longer be
deemed owned by the Shareholders and no longer deemed subject to this Agreement.
4. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first-above written.
MINING SERVICES INTERNATIONAL CORPORATION
By: Xxxx X. Day_______________________________
Its: President, Mining Services International_
_____/s/______________________________________
Xxxxxx Xxxxxx Xxxxxx
_____/s/______________________________________
Xxx Xxxxxx
_____/s/______________________________________
Xxxxxxx X. Xxxxxx
_____/s/______________________________________
Xxxxxxx X. Xxxxxx, Custodian for Xxxxxx Xxxxxx
2
