Shareholders Agreement
And
Irrevocable Proxy
Agreement made this 28 day October, 2002, between XXXXX XXXXXX,
residing at 0000 Xxxx Xxxxxx, Xxx 00X, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxxxx") and
New Millennium Development Corp, West Palm Beach, Florida ("NMDG").
WHERAS, Xxxxxx owns 10,000,000 shares of the common stock, $.001 par
value (The common stock) of Exus Networks, Inc., a Nevada corporation ( the
"Company"); and
WHEREAS, NMDG owns 50,000,000 shares of the Company's Common Stock; and
WHEREAS, the NMDG desire to enter into an agreement with Xxxxxx
concerning certain aspects of their ownership of shares of the Company's Common
Stock and their rights and obligations with respect thereto.
NOW THEREFORE, the parties hereto agree as follows:
1. Stock Certificate Legend. All stock certificates representing shares
of Common Stock now owned or hereafter acquired by NMDG shall be
subject to this Agreement and shall be marked prominently with the
following legend:
"The shares of stock evidenced by this certificate are, and
will be subject to, an irrevocable proxy granted in accordance with an
agreement dated October 28, 2002 (the "Proxy", a copy of which
agreement is on file and may be obtained at the principal office of the
Company. The restrictions set forth in the Proxy do not apply any
shares transferred in accordance with the terms thereof."
2. Irrevocable Proxy. By the signature below, NMDG irrevocably appoint
Xxxxxx as their attorney and proxy to represent NMDG and exercise the
voting power of all the shares of Common Stock standing in NMDG name as
fully and effectively as they can do by themselves at any meeting of
Shareholders of the Company and all adjournments thereof and to join in
any written consent of Shareholders of the Company without a meeting.
So long as this Agreement is in effect, the proxy granted hereby shall
be irrevocable by the NMDG and shall constitute an "irrevocable proxy."
3. Term. This Agreement shall terminate upon the first to occur of any
of the following events:
(a) the written agreement of Xxxxxx and NMDG;
(b) the dissolution or complete liquidation of the Company;
(c) the death of Xxxxx Xxxxxx;
(d) December 31, 2004, or
(e) The registration and distribution of the shares to NMDG
shareholders and a substitute Proxy similar in form received
form from Xxxxxx Xxxxxxxx for a minimum of 25 million
shares.
4. Waiver. Any waiver by any party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to require performance by any other party of
any provision of this Agreement on one or more occasions shall not be considered
a waiver or deprive that party of the right to require such full performance or
resort to any remedy thereafter. No waiver of any of the provisions hereof shall
be effective unless in writing and signed by the party to be charged with such
waiver.
5. Benefits. This Agreement shall inure to the benefit of and shall be
binding upon the respective heirs, personal representatives, successors and
assigns of the parties hereto.
6. Injunctive Relief. In the event of a breach or threatened breach by
any party bound by this Agreement or any of such party's obligations hereunder,
the parties hereto acknowledge that all other parties bound by this Agreement
will have no adequate remedy at law and shall be entitled to such equitable and
injunctive relief as may be available to restrain a violation or threatened
violation of the provisions of this Agreement or to enforce the provisions
hereof. Nothing herein shall be deemed to preclude any party from pursuing any
other remedies, legal or equitable, available to such party for such breach or
threatened, including the recovery of damages.
7. Entire Agreement. This Agreement constitutes the parties' entire
agreement with respect to the subject matter hereof and supersedes all prior
agreements and understandings among the parties or any of them. There are no
representations, warranties, agreements or understanding other than expressly
contained herein. No termination, alteration, modification, variation or waiver
of this Agreement or any of the provisions hereof shall be effective unless in
writing.
8. Governing Law. This Agreement shall be governed by and construed
in accordance with the law of the State of New York applicable to agreements
executed and to be performed entirely therein.
9. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which
together constitute one document.
IN WITNESS WHEREOFF, the parties hereto have executed this Agreement as
of the day and year first above written.
SHAREHOLDERS:
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Xxxxx Xxxxxx
New Millennium Development Group Inc.
By: __________________________
Xxxx Xxxxxxx
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Xxxxxx Xxxxxxxx
