VOTING AGREEMENT
VOTING AGREEMENT, dated as of October 19, 1998 by and among ASI Group,
L.L.C., a Nevada limited liability company ("ASI"), c/o Agassi Enterprises,
Inc., 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, and the
individuals and entities listed on the signature page hereto (collectively
"Boreta").
WITNESSETH:
WHEREAS, ASI and Las Vegas Discount Golf & Tennis, Inc., a Colorado
corporation ("LVDGT"), are entering into an investment and voting agreement
(the "ASI Agreement") pursuant to which, among other things, ASI is buying
shares of common stock of LVDGT; and
WHEREAS, LVDGT and Saint Xxxxxxx Golf Corporation, a Nevada corporation
("SAGC"), are entering into an investment agreement (the "LVDGT Agreement")
pursuant to which, among other things, LVDGT is buying shares of preferred
stock of SAGC; and
WHEREAS, in order to induce each other to enter into the ASI Agreement,
ASI and Boreta desire to enter into this Voting Agreement with respect to all
the capital stock of LVDGT and SAGC now owned or controlled by and/or
hereafter acquired or coming under the control of any of them respectively
(collectively, the "Shares"). Exhibit A lists all Shares currently owned or
controlled by Boreta or ASI;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Restrictions on and Voting of Shares.
(a) During the term of this Agreement, Boreta agrees that it will
not sell, assign, pledge or otherwise dispose of, or grant any proxies with
respect to, the Shares, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition, directly or indirectly, of the Shares except as expressly
contemplated by the LVDGT Agreement or the ASI Agreement.
(b) Boreta and ASI agree that, during the term of this Agreement,
they will vote the Shares either of them is entitled to vote, in person or by
proxy, at any annual, special or other meeting of the holders of capital stock
of LVDGT or SAGC, as the case may be, and at any adjournments thereof or
pursuant to any consent in lieu of a meeting, or otherwise, as mutually agreed
by ASI and Boreta (provided that no party will be so required to vote its
shares if the subject action implemented in accordance with such mutual
agreement, would in any manner adversely effect the interests of Boreta in
LVDGT or SAGC or the interests of ASI in LVDGT and indirectly in SAGC, as the
case may be, or adversely affect the value of the Shares (or any securities
into which such shares might be exchanged)).
Section 2. Subsequent Acquisitions. If at any time after the first to
occur of the closing of the transactions contemplated by the LVDGT Agreement
or the ASI Agreement, while ASI is an equity holder of LVDGT or SAGC or has
options, warrants or other rights to acquire equity of either or both of LVDGT
and/or SAGC, either of LVDGT or SAGC offers to sell or grants, sells or issues
shares of its capital stock to any of Boreta or their respective affiliates at
any price or for any consideration (including, but not limited to, provision
of services), Boreta shall transfer or cause to be transferred to ASI Shares
so as to maintain the relative proportionate direct and indirect (by virtue of
ownership of LVDGT capital stock) equity ownerships of ASI, on the one hand,
and Boreta, on the other hand, in each of LVDGT and SAGC as they were
immediately prior to such offer, grant, sale or issuance, assuming the
consummation of such offer, grant, sale or issuance.
Section 3. Term of Agreement. Except as otherwise specifically provided
herein, this Agreement will be effective as of the closing of the transactions
contemplated by the ASI Agreement (the "Effective Date"). The obligations of
ASI and Boreta under this Agreement will terminate as of the date ASI no
longer holds any equity interest, options, warrants or rights to purchase any
equity interest in or instruments convertible or exchangeable into equity
interests of SAGC or LVDGT or their respective successors.
Section 4. Representations and Warranties of Boreta. Boreta represents
and warrants to ASI as of the date and as of the Effective Date hereof that:
(a) Boreta is the record owner of the Shares and the Shares
represent all of the capital stock of SAGC or LVDGT owned of record by Boreta,
directly or indirectly;
(b) Boreta has full legal power and authority to execute and
deliver this Agreement;
(c) the Shares are free and clear of all proxies; and
(d) Boreta has duly executed and delivered this Agreement.
Section 5. Representations and Warranties of ASI. ASI represents and
warrants to Boreta as of the date and as of the Effective Date hereof that:
(a) ASI is the record owner of the Shares and the Shares represent
all of the capital stock of SAGC or LVDGT owned of record by ASI, directly or
indirectly;
(b) ASI has full legal power and authority to execute and deliver
this Agreement;
(c) the Shares are free and clear of all proxies; and
(d) ASI has duly executed and delivered this Agreement.
Section 6. Stock Options Owned by Boreta or ASI. It is agreed that any
Shares obtained by Boreta or ASI after the date hereof upon exercise of any
option to purchase Shares or which otherwise become held of record by Boreta
shall in all events be deemed to be "Shares" or subject to this Agreement.
Section 7. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms of were
otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of
the United States or any state thereof having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in equity
without the necessity of posting bond or other security or showing actual
damages.
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Section 8. Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by confirmed facsimile to the correct
facsimile number or otherwise delivered by hand or by messenger, addressed (a)
if to ASI, at its address set forth on the cover page of this Agreement, or at
such other address as ASI shall have furnished to the Company in writing, or
(b) if to any of Boreta, at such address as listed on the signature page
hereto.
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or if sent by confirmed facsimile to the correct
facsimile number, upon the sending of such facsimile, or, if sent by mail, at
the earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid.
Section 9. Binding Effect. Upon execution and delivery of this
Agreement by ASI, this Agreement shall become effective as to Boreta at the
time Boreta executes and delivers this Agreement. This Agreement shall inure
to the benefit of and, subject to applicable law, be binding upon the parties
hereto and their respective heirs, personal representatives, successors and
assigns.
Section 10. Assignment. This Agreement will be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns provided that neither this Agreement nor any rights hereunder may be
assigned by either party without first obtaining the prior written consent of
the other party.
Section 11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without giving
effect to the principles of conflict of laws thereof.
Section 12. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
Section 13. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
Section 14. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 15. Amendment; Waiver. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective unless
in writing and signed by ASI and Boreta, in the case of an amendment, or by
the party which is the beneficiary of any such provision, in the case of a
waiver or a consent to departure therefrom.
Section 16. Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, covenants, arrangements, communications,
representations and warranties, whether oral or written, by either party with
respect thereto.
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Section 17. Obligations. The obligations of Boreta hereunder are joint
and several.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto all as of the day and year first above written.
ASI GROUP, L.L.C. BORETA:
By: Sunbelt Communications
Company, a Member
By: /s/ Xxxxx Xxxx Xxxxxx
Name: Xxxxx Xxxx Xxxxxx
Title: President /s/ Xxxx Xxxxxx
Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
BORETA ENTERPRISES LTD
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: General Partner
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