EXHIBIT 6
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is dated as of the 15th
day of November, 2000 (the "Effective Date"), by and among the shareholders set
forth on EXHIBIT A attached hereto (hereinafter each individually referred to as
"Shareholder" and collectively referred to as "Shareholders"), Hawkeye, Inc., a
Florida corporation ("Hawkeye") and Mid-Ohio Securities Corp., FBO R. Xxx Xxxxx
(Acct. 15051) ("Xxxxx", together with Hawkeye being the "Purchaser"), and
Fortune Financial, Inc., a Florida corporation ("FFI").
W I T N E S S E T H :
WHEREAS, Shareholders collectively own or have voting power for in
excess of 51% of the outstanding common stock of FFI;
WHEREAS, Shareholders believe it to be in their respective best
interests to enter into an agreement pursuant to Florida Statutes Section
607.0731 to provide for the manner in which they will vote their shares with
respect to approval or ratification of a transaction involving Purchaser's
investment in FFI by the purchase of FFI Notes and Warrants as set forth in
that certain Securities Purchase Agreement between FFI and Purchaser dated as
of November 15, 2000 and in any documents or agreements executed and
delivered contemporaneously therewith, as such transaction or such agreements
may be amended from time to time upon such terms approved by the Board of
Directors of the Company (including without limitation to increase or
decrease the number of equity securities issuable and/or the consideration
therefor) (the "Transaction"); and
WHEREAS, the Company's financial advisors have orally indicated to the
Company's Board of Directors that they believe the Transaction to be fair and in
the best interests of the Company and its shareholders.
In consideration of the mutual benefits to be derived from the
covenants and agreements herein contained, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. ANNUAL MEETING AGENDA. FFI agrees to put ratification and/or
approval of the Transaction on the agenda and proxy statement for a special
meeting of FFI's shareholders ("Special Meeting") or the 2000 Annual Meeting of
FFI's shareholders (the "2000 Annual Meeting") to be held in 2001, whichever
occurs first.
2. VOTING OF SHARES. At the Special Meeting or the 2000 Annual
Meeting, each Shareholder agrees (pursuant to Florida Statutes Section
607.0731) to vote all of the shares of common stock of FFI then beneficially
owned by the Shareholder and all such shares as to which the Shareholder is
then entitled to exercise voting power in favor of ratification and/or
approval of the Transaction as Purchaser may request; provided that the Board
of Directors of the Company shall have received a written fairness opinion
with respect to the Transaction satisfactory to it in its sole discretion.
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3. NO PROXY CONTESTS. During the term of this Agreement, each
Shareholder agrees (i) not to solicit, initiate, encourage or participate in any
solicitation of proxies or take any action by written consent as a Shareholder
the purpose of which would be inconsistent with the provisions of this
Agreement, and (ii) not to assist, advise, encourage or act in concert with any
person with respect to any such conduct.
4. TERM. This Agreement shall begin on the date hereof and shall
continue until the first to occur of (i) the ratification and/or approval of the
Transaction by Shareholders or (ii) the day immediately following the
adjournment of the 2000 Annual Meeting.
5. TRANSFERS. This Agreement shall be binding upon the transferees,
direct or indirect, of any shares of common stock of FFI held by Shareholders.
Any transferor Shareholder shall, as a condition to such transfer, require the
transferee to acknowledge in writing that such transferee agrees to all the
terms and conditions of this Agreement and promptly deliver a copy of such
writing to Purchaser and FFI. At all times during the term of this Agreement,
Shareholders agree to maintain, in aggregate, ownership or voting power for at
least 51% of the outstanding common stock of FFI. Each Shareholder agrees that
he will not sell, gift, transfer or convey shares of his common stock in excess
of his pro rata share of the shares owned by the Shareholders in excess of 51%
of the outstanding shares of common stock.
6. NOTICE TO TRANSFER AGENT. FFI and Shareholders shall jointly
notify the Company's transfer agent of the existence of this Agreement.
7. SPECIFIC PERFORMANCE. Shareholders, Purchaser and FFI acknowledge
that the parties hereto would not have an adequate remedy at law for money
damages in the event that this Agreement is not performed in accordance with its
terms, and therefore the parties agree that any party hereto shall be entitled
to specific performance of the terms hereof in addition to any other remedy to
which the parties may be entitled at law or in equity.
8. FURTHER ASSURANCES. Each Shareholder agrees, upon the request of FFI
or Purchaser, to execute such further documents, including proxies, as FFI or
Purchaser may reasonably request from time to time and to take such other
actions as may be reasonably necessary or desirable to carry out the intent of
this Agreement. The parties acknowledge that any proxies so executed and
delivered constitute proxies coupled with interest and may not be revoked during
the term of this Agreement.
9. NOTICES. Any notice or other communication required or permitted to
be delivered under this Agreement shall be (i) in writing, (ii) delivered
personally, by nationally recognized overnight courier service or by certified
or registered mail, first-class postage prepaid and return receipt requested,
(iii) deemed to have been received on the date of delivery, and (iv)
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addressed as follows (or to such other address as the party entitled to
notice shall hereafter designate in accordance with the terms hereof):
If to Company, to:
Fortune Financial, Inc.
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Purchaser, to:
Hawkeye, Inc.
c/o Xxxxxx X. Xxxxxx or R. Xxx Xxxxx
Rock Creek Capital
0000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
If to a Shareholder, to the respective Shareholder's as set
forth on EXHIBIT A attached hereto.
10. INVALID PROVISION. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect other provisions hereof,
and the Agreement shall be construed in all respects as if such invalid,
unenforceable provisions were omitted.
11. MODIFICATION. No change or modification of this Agreement shall
be valid unless the same be in writing and signed by all of the parties
hereto.
12. CONFLICT. In the event of a conflict in the provisions of this
Agreement and that certain Shareholder Agreement dated May 24, 1999 among FFI,
Xxxxx X. XxXxxxxx and R. Xxx Xxxxx (the "Shareholder Agreement"), the provisions
of this Agreement shall govern; provided, however, this Agreement shall not be
deemed to effect a termination of the Shareholder Agreement.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
shall together constitute one and the same instrument.
14. APPLICABLE LAW. This Agreement shall be interpreted and enforced
pursuant to the laws of the State of Florida, without application of
principles of conflicts of laws.
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15. CONSTRUCTION. Wherever the context shall permit, the singular
shall include the plural, the plural shall include the singular, and the use
of any gender shall be deemed to include all or no genders.
[signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the date first above written.
XxXXXXXX INVESTMENTS LTD
a Nevada LLP
/s/ XXXXX X. XxXXXXXX /s/ J. XXXXXXX XXXXXXX
------------------------------- ---------------------------------
By: Xxxxx X. XxXxxxxx J. Xxxxxxx Xxxxxxx
/s/ R. XXX XXXXX /s/ XXXXXX X. XXXXX
------------------------------- ---------------------------------
X. Xxx Xxxxx Xxxxxx X. Xxxxx
/s/ XXXXXX XXXXXX III /s/ XXXXX X. XxXXXXXX
------------------------------- ---------------------------------
Xxxxxx Xxxxxx III Xxxxx X. XxXxxxxx
/s/ XXXXXX X. XxXXXXXX /s/ XXXXXX X. XXXXXX
------------------------------- ---------------------------------
Xxxxxx X. XxXxxxxx Xxxxxx X. Xxxxxx
HAWKEYE, INC., a Florida corporation FORTUNE FINANCIAL, INC., a Florida
corporation
By: /S/ XXXXXX X. XXXXXX By: /S/ J. XXXX XXXXXXX
-------------------------- ----------------------------
Xxxxxx X. Xxxxxx J. XXXX XXXXXXX
President President and Chief Executive
Officer
MID-OHIO SECURITIES, CORP., FBO
R. XXX XXXXX (Acct. 15051) /S/ J. XXXX XXXXXXX
---------------------------------
J. Xxxx Xxxxxxx
By: /S/ R. XXX XXXXX
-------------------------------
R. Xxx Xxxxx
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EXHIBIT A
TO SHAREHOLDERS' AGREEMENT
SHAREHOLDERS
Xxxxx X. XxXxxxxx J. Xxxxxxx Xxxxxxx
00000 Xxxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxxx, Xxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (904) 292-070 Facsimile: (000) 000-0000
X. Xxx Xxxxx Xxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Xxxxxx Xxxxxx III Xxxxx X. XxXxxxxx
000 Xxxxx Xxxxx Xxxxxx 00000 Xxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Xxxxxx X. XxXxxxxx Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Bldg. 1, Apt. 208 Jacksonville, Florida 32207
Xxxxxxx, Xxxxxxx 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
J. Xxxx Xxxxxxx
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
