EXHIBIT 10.3
SHAREHOLDERS AGREEMENT
SHAREHOLDER'S AGREEMENT OF BRAVO RESOURCES LTD.
This Shareholder's Agreement (this "Agreement") is made and entered
into as of this __ day of November, 2005, by and between Bravo Resources Ltd., a
Nevada corporation (the "Company"), and the persons listed on the signature page
to this Agreement (the "Shareholders").
WHEREAS, it is a condition to that certain Share Exchange Agreement by
and among Bravo Resources Ltd., Woize Ltd., a United Kingdom company, St James's
Square Nominees Limited, a private limited company registered in England, Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxxx, executed on November 1, 2005 (the "Share
Exchange"), that the parties hereto enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and in consideration
of the mutual promises set forth herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF IRREVOCABLE PROXY. The parties hereto hereby grant to
Xxxxxx Xxxxxxx, an individual residing in Stockholm, Sweden, an
irrevocable proxy to vote all of the shares of Bravo Common Stock
held by the parties hereto for the limited purpose of appointing
and maintaining Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx as
directors of the Company.
Such proxy power shall be limited solely to the grant listed in
this Section 1. Such proxy is coupled with an interest arising out
of the terms of this Agreement and continues so long as this
Agreement remains in full force and effect.
2. APPOINTMENT OF CHAIRMAN OF THE BOARD. During the term of this
Agreement, Xxxxxx Xxxxxxx, and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx
(solely in his capacity as a director) hereby further agree to
take all necessary actions to:
a. Maintain the size of the board of directors at three
directors;
b. Appoint and maintain Xxxxxx Xxxxxx as Chairman of the
Board of Directors ("Board"); and
c. Appoint and maintain Xxxxxx Xxxxxxx and Xxxxxx Xxxxxx as
directors of the Board and in such positions as
determined by the Board.
3. TERMINATION. This Agreement and the irrevocable proxies described
in Section 1 of this Agreement shall remain in effect until the
termination of the Escrow Period, as that term is defined in the
Share Exchange and the exhibits thereto.
4. AGREEMENT BINDING UPON TRANSFEREES. In the event that any Stock is
at any time disposed of or transferred to any party pursuant to
the provisions hereof, the transferee shall take such Stock
pursuant to all the terms, provisions, conditions, and covenants
of this Agreement, and the transferee shall, as a condition
precedent to the valid transfer of such
Stock to such transferee, be bound, and agree (for and on behalf
of himself or herself, his or her legal and personal
representatives, his or her assigns, and his or her transferees,
direct or indirect) in writing to be bound, by all provisions of
this Agreement.
5. GENERAL PROVISIONS.
a. NOTICES. All notices, requests, demands and other
communications required or permitted to be given
hereunder shall be in writing and shall be given
personally, sent by facsimile transmission or sent by
prepaid air courier or certified or express mail, postage
prepaid to the last known address of the recipient or to
such other address or addresses as a party may have
advised the other. Any such notice shall be deemed to
have been given (a) when received, if delivered in
person, sent by facsimile transmission and confirmed in
writing within three (3) business days thereafter or sent
by prepaid air courier or (b) three (3) business days
following the mailing thereof, if mailed by certified
first class mail, postage prepaid, return receipt
requested.
b. MEDIATION. The parties hereto encourage the prompt and
equitable settlement of all controversies or claims (a
"Dispute") between or among the parties and their
affiliates including but not limited to those arising out
of or relating to this Agreement or the transactions
contemplated hereby. At any time, either party can give
the other written notice that it desires to settle a
Dispute. Within 10 days of delivery of such notice, the
parties agree to cause their officers having authority to
resolve such differences to meet for two out of four
continuous days (the "Negotiation Period"), the parties
agree to submit their Dispute to a mediator to work with
them to resolve their differences. Such mediator shall be
selected by mutual agreement of the parties. The parties
shall participate in the mediation proceeding in good
faith with the intention to settle. The mediation shall
be conducted pursuant to the rules generally used by the
mediator in the mediator's practice, which rules may be
modified or amended with the written consent of the
parties. No later than three business days prior to the
mediation, each party shall deliver to the mediator all
information reasonably required for the mediator to
understand the Dispute and the issues presented. The
mediation shall be determined upon the first to occur of
the following: (i) by the execution of a settlement
agreement resolving the Dispute by the parties; (ii) by a
written declaration of the mediator to the effect that
further efforts at mediation are no longer worthwhile; or
(iii) after the completion of two full days of mediation
effect that mediation proceedings are terminated. No
party shall xxx any other party hereto in connection with
any Dispute, except for enforcement of the negotiation
and mediation process set forth herein, and the
arbitration provisions set forth in Section 5(c) hereof
shall not be applicable, in each case, prior to
termination of the Negotiation Period and of the
mediation as provided above.
c. ARBITRATION. Any dispute, controversy, or claim arising
out of, relating to, or in connection with, this
Agreement or the agreements or transactions contemplated
by this Agreement shall be finally settled by binding
arbitration. The arbitration
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shall be conducted and the arbitrator chosen in
accordance with the commercial arbitration rules of the
American Arbitration Association in effect at the time of
the arbitration, except as they may be modified herein or
by mutual agreement of BRAVO and WOIZE. In connection
with any such arbitration, each party shall be afforded
the opportunity to conduct discovery in accordance with
the Federal Rules of Civil Procedure.
i. The seat of the arbitration shall be in Las
Vegas, Nevada. Each of parties hereto hereby
irrevocably submits to the jurisdiction of the
arbitrator in Las Vegas, Nevada, and waives any
defense in an arbitration based upon any claim
that such party is not subject personally to
the jurisdiction of such arbitrator, that such
arbitration is brought in an inconvenient
format, or that such venue is improper.
ii. The arbitral award shall be in writing and
shall be final and binding on each of the
parties to this Agreement. The award may
include an award of costs, including reasonable
attorneys' fees and disbursements. Judgment
upon the award may be entered by any court
having jurisdiction thereof or having
jurisdiction over the parties or their assets.
The parties hereto acknowledge and agree that
by agreeing to these arbitration provisions
each of the parties hereto is waiving any right
that such party may have to a jury trial with
respect to the resolution of any dispute under
this Agreement or the agreements or
transactions contemplated hereby.
d. PRIOR AGREEMENTS. This Agreement contains the entire
agreement between the parties and supersedes all prior
agreements entered into by the parties relative to the
subject matter of this Agreement.
e. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Nevada. Jurisdiction over and venue of any suit arising
out of or related to this Agreement shall be exclusively
in any state or federal court of the State of Nevada.
f. COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and
the same instrument. Each counterpart may consist of a
number of copies hereof each signed by less than all,
but together signed by all of the parties hereto.
g. NEW SHAREHOLDERS. Nothing in this Agreement shall
restrict the Company from selling shares of its Stock to
third persons on such terms and conditions as the
Company's board of directors deems appropriate.
h. SEVERABILITY. If for any reason any portion of this
Agreement shall be held to be invalid or unenforceable,
the holding of invalidity or unenforceability of that
portion shall not affect any other portion of this
Agreement and the remaining portions of this Agreement
shall remain in full force and effect.
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i. COUNSEL. The parties hereto acknowledge that he or she
or it is aware of his or her right to have independent
counsel review this Agreement concerning his, her or its
rights and obligations under this Agreement prior to
their execution of the Agreement. The parties represent:
(i) that he, she or it has consulted independent
counsel, or by executing this Agreement, waives their
right to consult with an attorney concerning this
Agreement; and (ii) that the parties understand the
terms of this Agreement and will be bound by the terms
hereunder.
j. DEFINED TERMS. Unless stated otherwise, capitalized
terms herein shall have the same meaning set forth in
the Share Exchange and the exhibits thereto.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BRAVO RESOURCES LTD. ST JAMES'S SQUARE NOMINEES LIMITED
By: By:
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Name: XXXXXX XXXXXX Name:
--------------------------------- ---------------------------------
Title: PRESIDENT Title:
-------------------------------- --------------------------------
Number of Shares
Owned:
----------------------
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XXXXXX XXXXXXX XXXXXX XXXXXXXX
Number of Shares Number of Shares
Beneficially Owned: Beneficially Owned:
------------------ -------------------
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XXXXXX XXXXXX
(solely in his capacity as a director)
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SHAREHOLDER NAME
Number of Shares
Beneficially Owned:
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