VOTING AGREEMENT
This
agreement is entered into this 21st day of
January 2009 by and between Xxxx X. Xxxxx (hereinafter referred to as “Xx.
Xxxxx”), Xxxxxxx Xxxxx (hereinafter referred to as “Xxx. Xxxxx”), and Xxxxxx de
Anquin (hereinafter referred to as “Mr. de Anquin”). Each party to
this Agreement is referred to herein as a “Party,” and they are all referred to
collectively as “Parties.”
Recitals
WHEREAS,
Bright Future Technologies, LLC (hereinafter referred to as “Bright Future”) was
organized as a limited liability company in the State of Nevada on December 13,
2006;
WHEREAS,
from the date of Bright Future’s formation until August 29, 2008, Xx. Xxxxx, the
husband of Xxx. Xxxxx owned 34% of the total equity membership interests in
Bright Future and Xxx. Xxxxx, the wife of Xx. Xxxxx, owned 33% of the total
equity membership interests in Bright Future (“Xxx. Xxxxx Membership
Interest”);
WHEREAS,
on August 29, 2008, Xxx. Xxxxx transferred the Xxx. Xxxxx Membership Interest to
Xx. Xxxxx and thus from August 29, 2008 to September 1, 2008, Xx. Xxxxx owned
67% of the total equity membership interests in Bright Future;
WHEREAS,
from the date of Bright Future’s formation until September 1, 2008, Mr. de
Anquin owned 33% of the total equity membership interests in Bright Future;
and
WHEREAS,
the Parties had an oral understanding and agreement as to the voting of each of
their equity membership interests in Bright Future while each was an owner of
such equity membership interests and wish to document such prior understanding
and agreement.
Agreement
NOW
THEREFORE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS:
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1.
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From
December 13, 2006 to September 1, 2008, Xx. Xxxxx, Xxx. Xxxxx (during the
period which Xxx. Xxxxx owned the Xxx. Xxxxx Membership Interest) and Mr.
de Anquin had a verbal agreement to vote all of their equity membership
interests in Bright Future, on any given issue for which a member’s vote
was required, including but not limited to the election of officers and
directors, in concert (the “Verbal Agreement”). As part of the
Verbal Agreement, if Xx. Xxxxx and Mr. de Anquin could not agree on how to
vote their collective equity membership interests, then Xx. Xxxxx was
allowed to vote both his and Mr. de Anquin’s equity membership interests,
and, in connection with such, Mr. de Anquin had knowingly and voluntarily
waived any claim he may have had to object to the means and or manner that
Xx. Xxxxx voted their collective equity membership
interests.
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2.
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The
Parties hereby agree to acknowledge the existence of the Verbal Agreement
and to memorialize the Verbal Agreement between the Parties by the
execution of this Agreement.
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3.
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The
Parties hereby further agree to execute any and all documents necessary to
effectuate the intent and terms of this
Agreement.
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4.
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This
Agreement shall be the full and final agreement between the Parties and
shall constitute the full and final agreement between the Parties with
respect to the subject matter of this
Agreement.
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5.
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If
any provision of this Agreement shall be found to be invalid or
unenforceable in any respect, this Agreement shall be interpreted and
enforceable as if such provision were severed or limited, but only to the
extent necessary to render such provision and this Agreement
enforceable.
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6.
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Any
and all modifications to this Agreement must be undertaken in writing and
signed by all Parties.
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[Remainder
of this page left blank intentionally. Signature page
follows.]
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IN
WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the date first set forth above.
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/s/ Xxxxxx de Anquin
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XXXX
X. XXXXX
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XXXXXX
de ANQUIN
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/s/ Xxxxxxx Xxxxx
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XXXXXXX
XXXXX
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