EXHIBIT 5
VOTING AGREEMENT
This Agreement is made as of March 26, 1999, by and among the undersigned
stockholders of VOXCOM HOLDINGS, INC., referred to in this Agreement as
"Holders," for the purpose of creating a Voting Agreement of the shares of
Voxcom Holdings, Inc., a Nevada corporation, sometimes referred to in this
Agreement as the "Company."
1. VOTING OF DIRECTORS. At each annual meeting of stockholders of the
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Company, the Holders who are parties hereto agree to vote their shares of common
stock or other voting security held by them to elect a board of directors of the
Company consisting of four members nominated by the management of the Company;
two members who are independent, non-management directors who each hold less
than 1% of the outstanding stock of the Company, one of whom shall be nominated
by management and one of whom shall be nominated by Jasper Resources Ltd.
("Jasper"); and three members who are nominated by Jasper. Pending the election
of the foregoing directors at the next annual meeting of stockholders, the
undersigned holders shall cause the Board of Directors to adopt a resolution
amending the bylaws in the form attached to the Stock Purchase Agreement between
Voxcom Holdings, Inc. and Jasper dated the date hereof, and the Board of
Directors of Voxcom shall adopt a resolution implementing the foregoing Board
composition by increasing the number of Board seats to nine and filling the
vacancies in the manner described above as though such persons were elected at
the annual meeting of stockholders, all in a manner as permitted by Section 3.11
of the Bylaws and Nevada law.
2. REMOVAL. No party to this Agreement shall ever vote his or its shares
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for the removal of any director chosen by the Holders in accordance with the
procedures described in Section 1 hereof.
3. TERMINATION OF AGREEMENT. This Voting Agreement shall terminate on
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the first to occur of either of the following:
(a) The consent of all parties hereto;
(b) Such time as the parties identified below as Jasper no longer
holds any shares of the Company; or
(c) Three years from the date of this Agreement.
Otherwise, this Voting Agreement shall be deemed to be coupled with an interest
and shall be irrevocable.
4. COPIES OF AGREEMENT. This Agreement may be executed in multiple
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counterparts
but shall not otherwise be separable or divisible. Upon the execution of this
Agreement, the parties shall cause a copy of this Agreement to be filed in the
registered office of the Company. This Agreement shall be open to inspection in
the manner provided for inspection under the laws of the State of Nevada.
5. PLACE OF PERFORMANCE. THIS AGREEMENT IS EXECUTED AND ENTERED INTO
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AT DALLAS, TEXAS, AND IT IS MUTUALLY AGREED THAT THE PERFORMANCE OF ALL PARTS OF
THIS CONTRACT SHALL BE AT DALLAS, TEXAS.
6. GOVERNING LAW. THIS AGREEMENT IS INTENDED BY THE PARTIES TO BE
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GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.
7. SEVERABILITY OF PROVISIONS. This Agreement shall not be severable or
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divisible in any way, but it is specifically agreed that, if any provision
should be invalid, the invalidity shall not affect the validity of the remainder
of the Agreement.
Executed on the date first set forth above.
HOLDERS
/s/ Xxxxxxxx X. Xxxxx, Xx.
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Xxxxxxxx X. Xxxxx, Xx.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
Vision Finance and Management
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx, Authorized Agent
Jasper Resources Ltd.
By: /s/ Brahil Xxxxxx
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Brahil Xxxxxx, Attorney-in-Fact
