EXHIBIT 9.1
STOCKHOLDERS VOTING AGREEMENT
AND IRREVOCABLE PROXY
AGREEMENT made this 18th day of January, 2001 by and between Xxxxxx X.
Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxx Xxxxxx, X. Xxxxx Xxxxxxx, Xxxx X. & Xxxxxxx X.
Shackles, and Dacha Capital Inc. (the foregoing parties to this Agreement are
hereinafter referred to as the "Stockholders").
WHEREAS, the Stockholders are the owners in the aggregate of greater
than a majority of the issued and outstanding shares of Common Stock
(hereinafter referred to as the "Stock") of Xxxxxx Development, Ltd.
(hereinafter referred to as the "Company"); and
WHEREAS, the Stockholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote their shares of the Stock in the manner and for the purpose specified
herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Stockholders hereby agree as follows:
1. Voting Agreement. Each of the Stockholders hereby agrees to vote all
of the Stock now or hereafter registered in his or her name in favor of and in
order to:
(a) Elect as directors of the Company, in accordance with this
Agreement or any successor directors designated in accordance with subparagraph
(b) of this paragraph 1 from the date hereof until the day immediately after the
Company's 2001 annual stockholders' meeting, each of the following persons:
1. Xxxx Xxxxxx
2. Xxx Xxxxxx
3. Xxxxxx Xxxxxxxx
4. Xxxxxxx Xxxxx
5. Xxxxxx Xxxxxxxxxxx
(b) In the event any of the persons listed below cannot or will not
serve as a director or ceases serving as a director of the Company for any
reason whatsoever, the Stockholders agree to vote, or cause their stock to be
voted, for such person as shall be designated, in writing within fifteen (15)
days after the original director ceases service, by the Stockholder (or in the
event of his or her death or disability, his or her executor, administrator or
personal representative) whose name is set forth below opposite the name of the
director who cannot or ceases serving as such:
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Name of Stockholder with the Right to
Name of Director Designate a Successor
1. Xxxx Xxxxxx 1. Xxxx Xxxxxx
2. Xxx Xxxxxx 2. Xxxx Xxxxxx
3. Xxxxxx Xxxxxxxx 3. Xxxx-Xxx Xxxxxxx
4. Xxxxxxx Xxxxx 4. Xxxx-Xxx Xxxxxxx
5. Xxxxxx Xxxxxxxxxxx 5. Dacha Capital, Inc.
2. Irrevocable Proxy. In order to insure the voting of the Stockholders
in accordance with this Agreement, each Stockholder agrees to execute an
irrevocable proxy simultaneously with the execution hereof in the form of
Exhibit A attached hereto granting to Xxxxxx Xxxxxxxxxxx, or his designee, the
right to vote, or to execute and deliver stockholder written consents, in
respect of all Stock now owned or hereafter registered in the name of the
Stockholder. It is understood and agreed that such irrevocable proxy relates
solely to voting for the election of directors of the Company in accordance with
this Agreement and does not constitute the grant of any rights to said proxy to
vote as to any other matters.
3. Changes in Common Stock. In the event that subsequent to the date of
this Agreement any shares or other securities are issued on, or in exchange for,
any of the shares of the Stock held by the Stockholders by reason of any stock
dividend, stock split, consolidation of shares, reclassification, or
consolidation involving such shares or securities shall be deemed to be Stock
for purposes of this Agreement.
4. Representations of Stockholders. Each Stockholder hereby represents
and warrants to each of the other Stockholders that (a) he or she owns and has
the right to vote the number of shares of the Stock set forth opposite his or
her name on Exhibit B attached hereto, (b) he or she has full power to enter
into this Agreement and has not prior to the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement other than one which has expired to or terminated prior to the date
hereof and (c) he or she will not take any action inconsistent with the purposes
and provisions of this Agreement.
5. Enforceability: Validity. Each Stockholder expressly agrees that
this Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties hereto.
6. Certificates. Certificates representing the stock shall secure an
appropriate legend indicating that the stock is subject to this Agreement.
7. Annual Meeting. The Stockholders shall cause the annual meeting of
shareholders for 2001 to be held not later than December 2001 and shall cause
the term of each such director elected at such annual meeting to continue up
through December 31, 2002. If such annual meeting
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shall be later than such date, then this Agreement, and the obligations of the
Stockholders and the Proxies granted hereunder, shall continue until immediately
after such annual meeting.
8. General Provisions:
(a) All of the covenants and agreements contained in this Agreement
shall be binding upon, and enure to the benefit of, the respective parties and
their successors, assigns, heirs, executors, administrators and other legal
representatives, as the case may be.
(b) This Agreement, and the rights of the parties hereto, shall be
governed by and construed in accordance with the laws of the State of Delaware.
(c) This Agreement may be executed in one or more counterparts, each
of which will be deemed an original but all of which together shall constitute
one and the same instrument.
(d) This Agreement shall remain in effect until the day immediately
after the Company's 2001 annual stockholders meeting, unless sooner terminated
in writing by all of the parties to this Agreement.
(e) f any provision of this Agreement shall be declared void or
unenforceable by any court or administrative board of competent jurisdiction,
such provision shall be deemed to have severed from the remainder of this
Agreement and this Agreement shall continue in all respects to be valid and
enforceable.
(f) No waivers of any breach of this Agreement extended by any party
hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
(g) Whenever the context of this Agreement shall so require, the use
of the singular number shall include the plural and the use of any gender shall
include all genders.
(h) This Agreements shall be binding on any subsequent holder or any
of the stock.
[Signatures on following page]
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IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of
the date first above written.
, Xxxx Xxxxxx, Xxxx X. & Xxxxxxx X. Shackles, and Dacha Capital Inc. (the
foregoing parties to this Agreement are hereinafter
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Xxxxxx X. Xxxxxxxx Xxxx Xxxxxx
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Xxxxxx X. Xxxxxx Xxxx X. Shackles
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X. Xxxxx Xxxxxxx Xxxxxxx M. Shackles
DACHA CAPITAL INC.
By: ________________________________
Xxxx-Xxx Xxxxxxx, President
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