SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "Agreement") is made and entered into
as of January 7, 2000, by and among Telenetics Corporation, a California
corporation (the "Company"), Xxxxxxx X. Armani ("Armani"), Xx. Xxxxxx Xxxx
("Levy"), Xxxxx Xxxxxxxx ("Shashani"), Xxxxxx Xxxxxxxxx ("Xxxxxxxxx"), Xx
Xxxxxxxx ("Xxxxxxxx"), Xxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxxxx
("Xxxxxxxx"), Xxxx X. XxXxxx ("XxXxxx") and Xxxxxx X. Xxxxxx ("Xxxxxx"). Armani,
Levy, Shashani, Xxxxxxxxx and Xxxxxxxx are referred to herein collectively as
the "Company Directors." Parker, Saunders, XxXxxx and Xxxxxx are referred to
herein collectively as the "eflex Shareholders."
The Company and the eflex Shareholders are parties to a Stock Purchase
Agreement dated the date hereof (the "Stock Purchase Agreement") pursuant to
which the Company purchased all of the outstanding capital stock of eflex
Wireless, Inc. from the eflex Shareholders in exchange for the Base Stock and
Additional Stock, if any (as those terms are defined in the Stock Purchase
Agreement). Section 4.7 of the Stock Purchase Agreement requires (a) that the
Company seek ratification of its shareholders at the Company's next Annual
Meeting of Shareholders (the "Annual Meeting") of the contemplated issuance of
the Final Shares (as defined in the Stock Purchase Agreement) of Additional
Stock, and (b) that the parties hereto execute and deliver this Agreement.
NOW THEREFORE, on the basis of the preceding facts and in consideration
of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned parties hereby agree as follows:
1. VOTING AGREEMENT. From and after the date hereof, each of the
undersigned will vote his or her shares of Common Stock owned as of the record
date for the Annual Meeting, and will take all other necessary or desirable
actions within his or her control (whether in his or her capacity as a
shareholder, director, or officer of the Company, whichever is applicable), and
the Company will take all necessary and desirable actions within its control, in
order to cause, the ratification by the Company's shareholders of the
contemplated issuance of the Final Shares of the Additional Stock.
2. Miscellaneous.
(a) AMENDMENT AND WAIVER. Any provision of this Agreement may
be modified, amended or waived only with the written consent of all parties
hereto.
(b) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law in any jurisdiction, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement and without invalidating such
provision in any other jurisdiction.
(c) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Agreement.
(d) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(e) GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement and the exhibits and schedules
hereto will be governed by the internal law, and not the law of conflicts, of
California.
IN WITNESS WHEREOF, the undersigned have executed this Shareholder
Agreement as of the date first written above.
TELENETICS CORPORATION
By: /s/ Xxxxxxx X. Armani
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Xxxxxxx X. Armani, President
/s/ Xxxxxxx X. Armani
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Xxxxxxx X. Armani
/s/ Xx. Xxxxxx Xxxx
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Xx. Xxxxxx Xxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
/s/ Xx Xxxxxxxx
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Xx Xxxxxxxx
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. XxXxxx
-----------------------------------------
Xxxx X. XxXxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
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