VOTING AGREEMENT
XXXXXX X. XXXXXXX, XX., 00000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxx
00000-0000 ("Xxxxxxx") and XXXXXXX X. XXXXXXXXXXX, 0000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000 ("Grantor"), for good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, mutually agree as
follows:
1. Grantor is the owner of 220,272 shares of the $.01 par value common
stock of Fronteer Directory Company, Inc. ("Company") represented by stock
certificate no. 1627. Such shares of common stock of the Company owned by
Grantor will be referred to herein as the "Shares." This Agreement is being
entered into pursuant to Section 0-000-000 of the Colorado Business Corporation
Act.
2. The term of this Agreement shall be for the period beginning on the
date of this Agreement and ending on September 16, 1997.
3. Attached hereto as Exhibit A and incorporated herein by reference is
a form of Irrevocable Proxy. Upon the execution of this Agreement, Grantor
hereby agrees to execute such Irrevocable Proxy. Upon execution of such
Irrevocable Proxy, Grantor and Xxxxxxx hereby agree to deliver a copy thereof by
certified mail return receipt requested to the secretary of the Company.
4. The parties agrees that this Agreement and the Irrevocable Proxy
shall cover not only the Shares but also all voting securities issued or
issuable during the term of this Agreement as an addition to, in substitution or
exchange for, or with respect to the Shares, including without limitation all
voting shares issued as dividends or as a result of any reclassification, split
up, or other corporate reorganization. Any such voting securities which become
subject to this Agreement and the Irrevocable Proxy as described in the previous
sentence shall be referred to herein as the "Other Shares." Upon receipt of
stock certificates representing Other Shares, the parties agree that the legend
set forth in paragraph 7 hereof shall be placed upon such stock certificates and
a copy of such stock certificates shall be delivered, within five calendar days
after Grantor's receipt thereof, to Xxxxxxx or to his designee.
5. Grantor agrees that he/she will not sell, transfer, assign, pledge,
hypothecate, or in any way alienate any of the Shares or Other Shares, or any
right or interest therein, whether voluntarily, involuntarily or by operation of
law, or by gift or otherwise, until after September 15, 1997.
6. Grantor hereby irrevocably grants to Xxxxxxx or his designee the
absolute right to purchase all or part of the Shares at any time during the
period from July 16, 1997, to September 15, 1997, at the per share market price
of the Shares or at $1.00 per share for the Shares, whichever is greater; and,
with respect to the Other Shares, at the per share market price thereof or at
the per share price determined by using $1.00 as the value of the Shares for or
with respect to which such Other Shares were issued or issuable as an addition
to, in substitution or exchange for, or with respect to, and then multiplying or
dividing such $1.00 value to reflect each transaction involving such Other
Shares, whichever is greater. The "market price" shall be the closing "bid"
price for the Shares or the Other Shares on the trading medium upon which the
Shares or Other Shares are being traded on the day the purchase right granted
hereunder is exercised by Xxxxxxx or his designee.
7. Grantor hereby agrees that the following legend shall be placed on
each stock certificate representing the Shares and the Other Shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A VOTING AGREEMENT AND THE RECORD OWNER OF THE
SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAS
GRANTED AN IRREVOCABLE PROXY WITH RESPECT TO
VOTING AND CERTAIN OTHER ACTIONS WITH RESPECT TO
SUCH SHARES. IN ADDITION, IN THE VOTING AGREEMENT
THE RECORD OWNER OF THIS CERTIFICATE HAS GRANTED
THE ABSOLUTE RIGHT TO ANOTHER PERSON TO PURCHASE
THE SHARES REPRESENTED BY THIS CERTIFICATE DURING
THE PERIOD FROM JULY 16, 1997 TO SEPTEMBER 15,
1997, AND SUCH RECORD OWNER HAS AGREED NOT TO
SELL, TRANSFER, ASSIGN, PLEDGE, OR HYPOTHECATE THE
SHARES REPRESENTED BY THIS CERTIFICATE UNTIL AFTER
SEPTEMBER 15, 1997. THE TERM OF THE VOTING
AGREEMENT EXPIRES ON SEPTEMBER 16, 1997, AND THE
TERM OF THE IRREVOCABLE PROXY EXPIRES ON JULY 16,
1997."
8. Grantor acknowledges that this Agreement and the Irrevocable Proxy
permit Xxxxxxx to designate another person to exercise all of Xxxxxxx'x rights
and authority under this Agreement and the Irrevocable Proxy. Within five
calendar days after making any such designation, Xxxxxxx agrees to provide
written notice thereof to Grantor.
9. Grantor and Xxxxxxx hereby agree that this Agreement and the
Irrevocable Proxy may not be terminated or revoked during their respective terms
by Grantor or Xxxxxxx for any reason, including the death or incapacity of
Grantor, Xxxxxxx, or Xxxxxxx'x designee. In the event of the death or incapacity
of any such person, this Agreement and the Irrevocable Proxy shall be binding
upon and shall inure to the benefit of such person's personal representative,
executor, or guardian, as the case may be.
10. Grantor hereby waives any right under agency law or under common
law to terminate or revoke this Agreement or the Irrevocable Proxy during their
respective terms.
11. The parties agree that this Agreement and the Irrevocable Proxy
shall be governed by and in accordance with the laws of the State of Colorado.
/s/ Xxxxxxx X. Englebrech
----------------------------------------- Date: 06-02-95
Xxxxxxx X. Xxxxxxxxxxx, Grantor
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------- Date: 06-02-95
Xxxxxx X. Xxxxxxx, Xx.
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EXHIBIT A
IRREVOCABLE PROXY
I, XXXXXXX X. XXXXXXXXXXX, am the owner of 220,272 shares of the $.01
par value common stock of Fronteer Directory Company, Inc. ("Company")
represented by stock certificate no. 1627. Such shares shall hereinafter be
referred to as the "Shares." I hereby appoint Xxxxxx X. Xxxxxxx, Xx., 00000 Xxxx
Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000-0000 ("Xxxxxxx") as my agent and proxy to
vote the Shares or to give written consent in lieu of voting the Shares, in
person or by proxy, at any and all meetings of the shareholders of the Company,
for whatsoever purpose called or held, and in any and all proceedings, whether
at meetings of shareholders of the Company or otherwise, or when the vote or
written consent of shareholders of the Company may be required or authorized by
law. The term of such appointment shall be from date of execution of this
Irrevocable Proxy until July 15, 1997. Until the expiration of the term of this
Irrevocable Proxy, Xxxxxxx shall, in his sole and uncontrolled discretion, in
respect of any and all of the Shares, possess and be entitled to exercise the
right to vote the Shares for every purpose, to waive any shareholder's privilege
in respect thereof, and to consent to any lawful corporate act of the Company,
as though absolute owner of the Shares. The appointment contained herein and the
powers conferred hereby are irrevocable during the term of such appointment and
authorization. I hereby grant to Xxxxxxx the power and authority to designate
another person ("Designee") to exercise the rights and authority which I have
granted to Xxxxxxx herein. Thereafter, such Designee shall have all of the
rights and authority which I have conferred herein upon Xxxxxxx. In addition to
the Shares, this Irrevocable Proxy and the rights and powers conferred herein
shall also extend to any voting securities which are issued or issuable during
the term of this Irrevocable Proxy as an addition to, in substitution or
exchange for, or with respect to the Shares, including without limitation shares
issued as dividends or as a result of any reclassification, split up, or other
corporate reorganization of the Company. I have entered into a voting agreement
with Xxxxxxx. I have made the appointment set forth herein and I am granting the
rights and authorization set forth herein pursuant to the provisions of Sections
0-000-000 and 0-000-000 of the Colorado Business Corporation Act. This is an
irrevocable proxy coupled with an interest and I am waiving any right which may
exist under common law or otherwise to revoke this Proxy during the term hereof.
Dated: 06-02-95
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
XXXXXXX X. XXXXXXXXXXX
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I, Xxxxxxx X. X'Xxxxxx , a Notary Public, hereby certify that on June 2,
1995, personally appeared before me the above named Xxxxxxx X. Xxxxxxxxxxx, who
being first duly sworn by me declared that she is the person who signed the
foregoing document and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day of
June, 1995.
My Commission Expires: 8/7/96
/s/ Xxxxxxx X. X'Xxxxxx
-----------------------------------
Notary Public
[S E A L]
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