VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into
effective as of
the 9th day of November, 2004, by and among Gavella Corp., a
Delaware corporation ("Gavella"), ▇▇▇▇▇▇▇ Holdings, Inc., a
Delaware corporation ("▇▇▇▇▇▇▇") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("Shareholder"):
Shareholder and Gavella desire to enter into this Voting
Agreement to provide that upon the closing of Gavella's sale
of 31,500,000, post-split shares of its common stock to
Direct Capital Investments, Ltd. ("DCI"), Shareholder will
vote all of the shares of stock of ▇▇▇▇▇▇▇ now owned or
hereafter acquired by Shareholder (the "Shares") to elect
nominees of Gavella to ▇▇▇▇▇▇▇'▇ board of directors
proportionate to Gavella's ownership of ▇▇▇▇▇▇▇'▇
outstanding stock.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein, and for good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged,
the parties hereby agree as follows:
1. Election of Directors.
(a) Shareholder agrees to vote all Shares in
each and every election or nomination of the Board of
Directors of ▇▇▇▇▇▇▇ to elect nominees of Gavella to
▇▇▇▇▇▇▇'▇ board of directors proportionate to Gavella's
ownership of ▇▇▇▇▇▇▇'▇ outstanding stock at the time of such
election or nomination. Shareholder shall not, directly or
indirectly, sell, exchange, pledge, transfer, gift, grant an
irrevocable proxy with respect to, devise, assign or in any
other way dispose of, encumber or grant a security interest
in (hereinafter referred to as "Transfer"), any Shares or
any interest therein or any certificates representing any
Shares, directly or indirectly, nor shall such Shareholder
attempt to do so, without first obtaining the agreement of
such transferee to vote the Transferred Shares in accordance
with the terms of this Agreement. ▇▇▇▇▇▇▇ shall send any
such agreement to DCI promptly upon the receipt thereof.
(b) ▇▇▇▇▇▇▇ agrees to take all actions required to ensure
that the rights given to Gavella hereunder are effective and
that it enjoys the benefits thereof. ▇▇▇▇▇▇▇ will at all
times in good faith assist in the carrying out of the
provisions of this Agreement and in the taking of all such
actions as may be necessary or appropriate in order to
protect the rights of Gavella hereunder against impairment.
▇▇▇▇▇▇▇ shall not (i) transfer on its share register any
Shares which shall have been purportedly Transferred if such
Transfer would be in violation of this Agreement or (ii)
accord the right to vote to any purported Transferee to whom
such Shares shall have been so Transferred in violation of
this Agreement.
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(c) Provided, however, nothing in this Agreement shall
prevent ▇▇▇▇▇▇▇ from issuing for consideration new shares,
including shares which may be issued pursuant to an employee
stock plan, and all such shares shall not be subject to this
Agreement.
2. Termination. This Agreement, and the respective rights
and obligations of the parties hereto, shall commence on the
date hereof and terminate 3 years after the date hereof.
3. Notices. All notices, requests, consents, and demands
shall be in writing and shall be deemed to have been
sufficiently given if sent, postage prepaid, by registered
or certified mail, return receipt requested, by express
delivery or by personal delivery to Shareholder at ▇▇▇ ▇.
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ; and to Gavella at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
4. Specific Performance. In addition to monetary damages
and any other rights and remedies available at law or equity
which Gavella may have, Gavella shall have the right to
obtain injunctive or other equitable relief to restrain any
breach or threatened breach or otherwise to specifically
enforce the provisions of this Agreement. The Shareholder
acknowledges that Gavella and its affiliates will suffer
immediate, irreparable harm upon a breach or threatened
breach of any provision of this Agreement and Gavella and
its affiliates shall be entitled, in addition to any and all
other remedies, to an injunction issued by a court of
competent jurisdiction restraining the aforesaid violations
of the Shareholder without the necessity of posting a bond.
The Shareholder further agrees that money damages alone
would be inadequate to compensate Gavella and would be an
inadequate remedy for such breach. Such rights and remedies
shall however be cumulative and not exclusive and shall be
in addition to any other remedies which Gavella may have
under this Agreement or at law.
5. Entire Agreement: Amendments and Waivers. This Agreement
constitutes the full and entire understanding and agreement
between the parties with regard to the subjects herein. This
Agreement may only be amended if agreed to in writing by
Gavella, and the Shareholder.
6. Transferees and Assignment. This Agreement and the rights
and
obligations of the parties shall inure to the benefit of,
and be binding upon,
successors and assigns of Gavella and DCI. The obligations
of the Shareholder
hereunder shall bind any transferee of the Shares.
7. Governing Law. This Agreement shall be governed by and
construed
under the laws of the State of New Jersey without giving
effect to its conflict
of laws provisions.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as
of the date first set forth above.
GAVELLA CORP.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ HOLDINGS, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
AGREED TO AND ACCEPTED
DIRECT CAPITAL INVESTMENTS, LTD.
/s/ Micha Vigerhouse
By: Micha Vigerhouse
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