IRREVOCABLE PROXY AND VOTING AGREEMENT WITH RESPECT TO ELECTION OF DIRECTORS For good and valuable consideration, receipt of which is hereby acknowledged, Edward I. Epstein ("Epstein") hereby appoints Stephen A. Ollendorff ("Ollendorff") the proxy of...Proxy and Voting Agreement • December 20th, 1995 • Hertzog Calamari & Gleason
This Proxy is coupled with an interest and is irrevocable during the Proxy Term. At any time and from time to time during the Proxy Term, Epstein shall execute and deliver to Ollendorff, or his designees, such additional proxies or instruments as may be deemed by Ollendorff necessary or desirable to effectuate the purposes of this Proxy or further to evidence the right and powers granted hereby. This Proxy shall terminate in the event of the death of Ollendorff or in the event a conservator or guardian is appointed to administer the affairs of Ollendorff.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written. ACORN VENTURE CAPITAL CORPORATION By: Stephen A. Ollendorff ----------------------- Stephen A. Ollendorff Chief Executive Officer OPTIONEE:...Stock Option Agreement • December 20th, 1995 • Hertzog Calamari & Gleason • Delaware
INVESTMENT AND REGISTRATION RIGHTS AGREEMENT THIS INVESTMENT AND REGISTRATION RIGHTS AGREEMENT, dated November 14, 1995 (this "Agreement"), between SEACOR HOLDINGS, INC., a Delaware corporation (the "Company") and COMPAGNIE NATIONALE DE NAVIGATION, a...Investment and Registration Rights Agreement • March 15th, 1996 • Hertzog Calamari & Gleason • Water transportation • New York
