EXHIBIT 9
INTERNET VENTURES, INC.
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VOTING TRUST AGREEMENT
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April 15, 2002
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VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (this "Agreement"), dated as of April 15,
2002, is entered into by and among Xxxx Xxxxxx ("Xxxxxx") and the shareholders
of Turer Acquisition Corp., a California company, Turer Corp., a California
corporation (the "Purchaser"), and Internet Ventures, Inc., a California
corporation (the "Company") (collectively, the "IVI Shareholders"). The
Purchaser and IVI Shareholders are sometimes referred to in this Agreement
individually as a "Shareholder" and collectively as the "Shareholders".
RECITALS
WHEREAS, as of the date hereof, the Purchaser and the IVI Shareholders,
pursuant to that certain Stock Exchange Agreement dated as of April 15, 2002
("Exchange Agreement"), are all entitled to receive shares of Turer Corp., a
Nevada corporation (the "Common Stock"), in exchange for their shares of the
Company's;
WHEREAS, the shares of Turer Common Stock are not registered and no
exemption for distribution of the Turer Common Stock to the IVI Shareholders is
applicable; and
WHEREAS, the obligations of Turer Acquisition Corp. to deliver the
Common Stock to the IVI Shareholders are conditioned upon the effectiveness of
an S-4 Registration Statement which may take several months to accomplish and
voting of the Turer Common Stock during this period of time must be provided
for;
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Voting and Other Actions.
(a) Xxxxxx hereby agrees to act as Trustee for the IVI Shareholders and
hereby agrees that at each meeting of the shareholders of the Company at which
directors are to be elected or other action by shareholders taken after the
Closing (as defined in the Exchange Agreement) and in connection with any action
by written consent Xxxxxx will vote (or execute such written consent with
respect to, as the case may be) all shares of the Common Stock which are all
shares of the capital stock of Turer Corp. which are voting shares, and any
other voting securities of the Company, over which IVI Shareholders would have
voting control or which are owned by such Shareholder, beneficially or of
record, or will cause such shares or securities to be voted (or such consent to
be executed), and will take all other necessary or desirable actions within
Xxxxxx'x control in his capacity as a Trustee for the IVI Shareholder, including
acting by written consent to the extent permitted under applicable law, so that:
(i) included on the Board of Directors of the Company (the
"Board") will be during the term of this Agreement one person nominated by
Xxxxxx and Xxxxxx (including their successors), (the "Xxxxxx Directors"),
subject to the satisfaction of such Xxxxxx Director's fiduciary duties as a
director of the Company, in the form attached hereto as Exhibit A;
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(ii) any committees of the Board will be created only upon the
approval of a majority of the Xxxxxx Directors;
(iii)any vacancy created by the death, resignation or removal of
any of the Xxxxxx Directors will be filled by a person nominated to fill such
vacancy by the person or group of persons entitled, under clause (i) above, to
nominate the director who died, resigned or was removed;
(iv) none of the Xxxxxx Directors will be removed (with or without
cause) from the Board unless the Board has received a prior written request for
such removal from the person or group of persons entitled to nominate the
director to fill the vacancy that would be created by such removal;
(v) Xxxxxx will be elected as Chairman of the Board and President
of the Company during his employment with the Company, and will remain as
Chairman of the Board after termination of such employment for so long as he
beneficially owns at least 1,000,000 shares of Common Stock (the foregoing
required number of shares shall automatically be increased proportionately on
account of any subdivision, share dividend, stock split or similar transaction
and decreased proportionately on account of any reverse stock split, combination
or similar transaction affecting the Company's Common Stock occurring after the
date of this Agreement); and
(vi) unless approved in writing by the holders of a majority of
the outstanding shares, no action (including, without limitation, amending the
Articles of Incorporation or the Bylaws of the Company) will be taken to amend,
alter or repeal any rights, preferences or privileges of, or any restrictions
provided for the benefit of, or to authorize, create or issue (by
reclassification or otherwise) any shares of any class or series of stock having
preferences senior to the Turer Common Stock.
(b) Xxxxxx hereby agrees to be governed by the rules, regulations and
laws governing the fiduciary duties of a Trustee acting for the benefit of
others; i.e., shareholders of IVI.
(c) Xxxxxx hereby agrees to take all necessary or desirable actions
within his control in his capacity as Trustee for IVI Shareholders to cause the
Company to change the name of the Company to "IVI International, Inc." as soon
as commercially practicable after the Closing (as defined in the Exchange
Agreement), and in any event no later than the next annual or special meeting of
the Company's shareholders. In connection with such name change, Xxxxxx agrees
that he will (x) take all necessary or desirable actions within his control in
such capacity as a shareholder, director, member of a board committee or officer
of the Company to cause the Company's (or its successor entity's, as the case
may be) corporate documents (including, without limitation, its charter and
bylaws) to be substantially in the form of the Company's current corporate
documents, subject only to such differences as are required by Nevada law, and
(y), if necessary, enter into a new Voting Trust Agreement having terms
substantively identical to this Agreement regarding the capital stock of any
successor entity to the Company resulting from such name change. Xxxxxx hereby
agrees that as soon as commercially practicable following such name change, he
will designate an address of record outside the State of California for purposes
of the records of the Company or any successor entity to the Company and will
maintain such address of record until the termination of this Agreement pursuant
to Section 2 below.
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(d) For purposes of this Agreement, the "Turer Common Stock Delivery
Date" is the date following the day of mailing stock certificates representing
the Turer Common Stock upon effectiveness of the S-4 Registration Statement.
(e) Pursuant to the Exchange Agreement, the IVI Shareholders are the
beneficial owners of 12,450,000 shares of Common Stock. For purposes of this
Agreement, the term "beneficially", when it modifies "own" or a derivative of
"own", shall have the meaning ascribed to it in the rules and regulations
promulgated under Section 13(d) of the Securities Exchange Act of 1934, as
amended.
Section 2. Termination of Agreement. This Agreement will terminate and be of no
further force or effect upon the last to occur of the following dates:
(a) the Turer Common Stock Delivery Date; or
(b) the date as of which Xxxxxx first ceases to own beneficially at
least 1,000,000 shares of Common Stock (the foregoing required number of shares
shall automatically be increased proportionately on account of any subdivision,
share dividend, stock split or similar transaction and decreased proportionately
on account of any reverse stock split, combination or similar transaction
affecting the Company's Common Stock occurring after the date of this
Agreement).
Section 3. Miscellaneous.
(a) No Assignment. The benefits and burdens of this Agreement are not
personal to the parties hereto and will, except in the case of Xxxxxx, pass to
their successors in interest and/or the transferees of any of their shares. In
addition, it shall be a condition of any sale, transfer or assignment of any
shares by any IVI Shareholder that the successor in interest to such shares
(including, without limitation, any buyer, transferee or assignee) execute an
adherence and assumption agreement to the terms and conditions of this Agreement
in a form reasonably satisfactory to Xxxxxx.
(b) Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of California, without
giving effect to its principles or rules regarding conflicts of laws (to the
extent such principles or rules would require the application of the law of
another jurisdiction).
(c) Severability. If any provision of this Agreement or portion thereof
shall be declared invalid, illegal or unenforceable, such provision or portion
thereof shall be severed and all remaining provisions shall continue in full
force and effect.
(d) Amendments. No amendment, alteration or modification of this
Agreement shall be valid unless in each instance such amendment, alteration or
modification is expressed in a written instrument executed by each of Xxxxxx and
the holders of a majority of the shares of Turer Acquisition Corp. purchased
pursuant to the Exchange Agreement, provided, that if any such purported
amendment would discriminate against any one Shareholder, such Shareholder's
consent shall be required for such amendment.
(e) Legends. (i)Each of the Shareholders hereby agrees to take all
necessary or desirable actions (including exchanging with the Company
certificates representing shares of Common Stock issued prior to the date
hereof) to cause each certificate representing shares of Common Stock to bear a
legend containing the following words:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE VOTING TRUST AGREEMENTS SET FORTH IN THE VOTING
TRUST AGREEMENT DATED AS OF APRIL 15, 2002 BY THE PARTIES
THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE
COMPANY."
(ii) In the event that Xxxxxx decides to sell or transfer any
shares of Common Stock owned by him and in respect of which the certificate or
certificates bear such legend, Xxxxxx shall be entitled to request by written
notice to the Company that the Company exchange such certificates for
certificates which do not bear any legend, and each of the Shareholders hereby
agrees to take all necessary or desirable actions within such Shareholder's
control in his or her capacity as a shareholder, director, member of a board
committee or officer of the Company to cause the Company so to exchange such
certificates.
(f) Waiver. No waiver of any provision of this Agreement shall be valid
unless it is expressed in a written instrument duly executed by the party or
parties making such waiver. The failure of any party to insist, in any one or
more instances, on performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of any such term, covenant or
condition but the obligation of any party with respect thereto shall continue in
full force and effect.
(g) Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified, (ii)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient; if not, then on the next business day, (iii) five days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt, as follows:
(i) If to any or all of the Purchaser or IVI Shareholders, to:
IVI Communications, Inc.
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0000 X. Xxxxxxx Xxxx., Xxxxx 000
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Xxx Xxxxxxx, XX 00000
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with a copy (which shall not constitute notice) to:
MC LAW GROUP
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxxxxx, Esq.
Fax: (000) 000-0000
(ii) If to Xxxxxx, to:
IVI Communications, Inc.
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0000 X. Xxxxxxx Xxxx., Xxxxx 000
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Xxx Xxxxxxx, XX 00000
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with a copy (which shall not constitute notice) to:
The Xxxxxx Law Group
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000 Xxxxxxxxxx Xxxx., Xxxxx 000
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Xxxxxx Xxx Xxx, XX 00000
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Attn: Xxxxxx X. Xxxxxx, XX., Esq.
Fax: 000.000.0000
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Alternatively, to such other address as a party hereto supplies to each other
party in writing.
(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
(i) Headings. The headings of this Agreement are for convenience and
shall not control or affect the meaning or construction of any provision hereof.
(j) Specific Performance. Each of the Shareholders agrees and
acknowledges that the other Shareholders will be irreparably damaged in the
event this Agreement is not specifically enforced. Each of the parties therefore
agrees that in the event of a breach of any provision of this Agreement the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach of this Agreement. Such remedies shall, however, be cumulative
and not exclusive, and shall be in addition to any other remedy which any
Shareholder may have.
Section 4. Effective Time. This Agreement will become effective immediately
upon, but will not be effective prior to, the consummation of the sale by the
Company pursuant to the Exchange Agreement.
IN WITNESS WHEREOF the undersigned have set their hands as of the above
date.
TURER ACQUISITION CORP. XXXX XXXXXX, INDIVIDUALLY
By: /s/ XXxx Xxxxx /s/ Xxxx Xxxxxx
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Its: President Xxxx Xxxxxx
TURER CORP. INTERNET VENTURES, INC.
By: /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxxx
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Its: President Its: Executive VP,
Chief Operations Officer
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Exhibit A
Xxxxxx Directors
