Exhibit 4
Exhibit A
IRREVOCABLE PROXY
This Irrevocable Proxy (the "Agreement") is made this10 day of July,
2002 by the undersigned in favor of Xxxxxxx Xxxxxxx, an individual having a
business address at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxxxxx").
PREAMBLE
WHEREAS, the undersigned, Xxxxxxx X. Xxxx ("Xxxx"), has agreed to sell
500,000 shares of the common stock, $0.001 par value (the "Common Stock")
Activeworlds Corp. (the "Company") to Xxxxxxx pursuant to a Securities Purchase
Agreement of even date herewith (the "Agreement") subject to the satisfaction of
the conditions set forth in the Agreement;
WHEREAS, Xxxx has agreed to sell an additional 1,305,948 shares of
Common Stock to the Company, pursuant to an Agreement and Plan of Exchange (the
"Exchange Agreement") between the Company, Activeworlds, Inc., a Nevada
Corporation (the "Subsidiary"), Xxxx and X.X. XxXxxxxxx, pursuant to which Xxxx
is to receive one half of the issued and outstanding shares of the Subsidiary
and the amount of $215,000 in cash (the "Transaction"); and
WHEREAS, Xxxx has agreed to xxxxx Xxxxxxx and his assigns an
irrevocable proxy to vote all of 1,905,948 shares of Common Stock beneficially
owned by him prior to the closing of the Transaction as a condition to
consummating the aforementioned sale;
NOW THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Xxxx appoints Xxxxxxx and his assigns as his proxy over 1,905,948
shares of Common Stock beneficially owned by him, with full voting power over
such shares in any and all matters. Xxxx hereby grants Xxxxxxx the authority to
execute any and all consents relating to such shares of Common Stock. This proxy
is coupled with an interest and is irrevocable. This proxy shall automatically
terminate and be of no force or effect upon any termination of the Agreement or
the Exchange Agreement in accordance with their terms. This proxy shall also
automatically terminate as it relates to the 100,000 shares of common stock that
will continue to be owned by Xxxx following his sale of the balance of his
shares to Activeworlds Corp. and Xxxxxxx.
2. This Agreement shall be binding on the parties and their legal
successors and assigns and shall continue in full force and effect until Xxxx no
longer owns any of the shares of the Company's common stock subject to this
Proxy.
3. This Agreement shall be governed by the laws of the State of
Delaware as applied to agreements entered into and performed in such state.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
---------------------------
Xxxxxxx X. Xxxx
