EXHIBIT 9.1
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of December 30, 2002, by
and among Xxxx Xxxxxxx("Xxxxxxx") and Xxxxxx Xxx ("Yun").
WITNESSETH
WHEREAS, Xxxxxxx is presently the beneficial owner of 10,247,377 shares
of Common Stock of the Corporation (the shares of Common Stock presently owned
by Xxxxxxx are hereinafter referred to as the "Xxxxxxx Shares"); and
WHEREAS, Yun is presently the beneficial owner of 11,463,166 shares of
Common Stock of the Corporation (the shares of Common Stock presently owned by
Yun are hereinafter referred to as the "Yun Shares"); and
WHEREAS, Xxxxxxx and Yun have agreed to vote their shares of Common
Stock in unison upon the terms and conditions stated herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, each of Xxxxxxx
and Yun agrees to vote all of their shares of Common Stock in unison, provided
that in the event and to the extent that Xxxxxxx and Yun cannot agree on how to
vote their shares of Common Stock with respect to a particular matter, then each
of them shall vote their shares of Common Stock in a manner consistent with the
recommendation of the majority of the Board of Directors of the Corporation.
2. Each of Xxxxxxx and Yun shall be entitled to all cash dividends, and
other distributions, if any, with respect to the Xxxxxxx Shares and the Yun
Shares, respectively, including distributions for splits or dividends.
3. The term of the Voting Agreement hereby created shall be for five
(5) years; provided, however, that it is expressly understood and agreed that
this Agreement shall automatically and immediately terminate with respect to any
Xxxxxxx Shares or Yun Shares upon the sale to a non-related or unaffiliated
party of any such shares of Common Stock by Xxxxxxx or Yun, respectively, as the
case may be, either in compliance with the registration requirements of Section
5 of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the "Securities Act"), or an exemption
from the registration requirements of the Securities Act.
4. A duplicate copy of this Agreement shall be filed in the principal
office of the Corporation in the State of California.
5. Regardless of the place of execution or performance, the validity of
this Agreement, or any part hereof, and the interpretation of all the provisions
herein, shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to such state's conflicts of law
provisions. All of the parties hereto hereby irrevocably consent to the
jurisdiction and venue of the Federal and State courts located in the State of
New York, County of New York.
6. The invalidity of any term or provision of this Agreement shall not
affect the validity of the remainder of this Agreement.
7. This Agreement shall bind and benefit the parties hereto, their
heirs, administrators, executors, successors, and assigns.
8. This Agreement may be executed simultaneously in one or more
original or facsimile counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Agreement may only be modified by a writing signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in duplicate on the date first above written.
/s/ XXXX XXXXXXX 12/30/02 & 01/16/03
/s/ XXXXXX XXX 01/03/03 & 01/17/03
