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VOTING AGREEMENT
This Agreement made this 22nd day of August, 1997 by and
between Xxxxx Xxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Xxxxx
Xxxxxx, 0000 Xxxxxxxxx Xx., XX, Xxx. 00X, Xxxxxxx, Xxxxxxx 00000; G. Xxxxxxx
Xxxxxx, 0000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxx, Xxxxxxx 00000; Xxxxxx
Xxxxxxx, 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000; and Xxxx Xxxxxxx,
000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter collectively referred
to as the "Parties").
WHEREAS, the Parties hereto, and other shareholders (the
"Shareholders") of RMS Titanic, Inc., a Florida corporation with its principal
place of business located at 00 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Company") who are signatories to Addendum 1 attached hereto, agree to vote
their shares of the Common Stock that they each own and/or control (the"Shares)
in favor of the election of each of the Parties as directors of the Company.
WHEREAS, the Parties and Shareholders are of a singular mind
regarding the need for increasing shareholder value and assuring the service of
a qualified and competent Board of Directors, and therefore agree to the
following:
NOW, in consideration of the foregoing premises and the mutual
promises herein contained, ten dollars ($10.00) and other good and valuable
consideration, it is agreed as follows:
1. The Parties and Shareholders each agree, so long as they
own and/or control Shares reflected on Addendum 1 annexed hereto, to vote such
Shares in favor of the election of each of the Parties as directors of the
Company.
2. The Parties and Shareholders each agree, so long as they
own and/or control Shares, that they will not sell, barter, loan, give or
otherwise assign their proxy to vote their Shares in any way to any third party
unless a majority of the Parties give their written consent thereto.
3. The Parties and Shareholders each agree not to sell their
Shares without first offering them to the Parties at a price equal to the
average of the high bid and low offer (as quoted in the over-the-counter market
by the OTC Bulletin Board, or NASDAQ) on the date such offer is made. Such offer
shall be made by fax directed to the fax numbers on Addendum 2 attached hereto
(the "Offer"), and shall include the address of the place to which payment for
the Shares shall be delivered. Any Party who accepts the Offer shall send
written confirmation (the "Notice of Purchase") to all Parties and/or to the
selling Shareholder via fax within seventy-two (72) hours of receipt of the
Offer (the "Offer Period"). In the event that the Offer is oversubscribed, the
Shares that are the subject of the Offer shall be allocated among the Purchasers
in proportion to the amount of Shares they each offered to purchase. Each
Purchaser shall deliver payment for the purchase of the Shares to the selling
shareholder within five (5) business days of issuance of the Notice to Purchase.
Any portion of the Shares that are the subject of the Offer for which a Notice
of Purchase has not been received may be sold by the selling shareholder only in
the open public trading market through a broker's transaction for a period
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of fourteen (14) calendar days immediately following the end of the Offer Period
("Public Market Sale"). Shares sold in a Public Market Sale shall not be subject
to any of the terms or conditions of this Agreement. Any Shares which are the
subject of a Notice of Offer shall not be sold in a Public Market Sale, or
otherwise sold, transferred or assigned, after the conclusion of such fourteen
(14) day period without first offering such Shares to the Parties in accordance
with the provisions of this paragraph. Each Party and Shareholder shall have the
right to change his fax number by notifying the other Parties of such change in
writing via fax. Any Party or Shareholder who ceases to have a fax number shall
notify the other Parties of his mailing address to which such notices shall be
sent.
4. Any Shares acquired by a Party or a Shareholder after the
dated hereof will be subject to this Agreement as if they were owned or
controlled at the time of execution of this Agreement. Each Party and
Shareholder shall give notice via fax to all Parties and Shareholders of their
acquisition of Shares after the date hereof, specifying the date of acquisition,
the number of shares acquired, and the amount paid for the acquisition of the
Shares. Such notice shall be delivered within ten (10) calendar days of the date
of the acquisition of the Shares.
5. This Agreement shall not apply to any Shares registered in
the name of Titanic Ventures Limited Partnership as are subject to distribution
to partners of TVLP, other than to Xxxxxx Xxxxxxx or other TVLP partners who are
signatories hereto; provided, however, that so long as Xxxxxx Xxxxxxx, directly
or indirectly, has voting control over such Shares prior to the distribution
thereof to the TVLP partners, he shall vote such Shares in accordance with
paragraph 1 above.
6. Notwithstanding any contrary provision of law, in the event
that any Party or Shareholder utilizes any Shares as collateral or security for
a loan, or to otherwise encumber or hypothecate any Shares, any sale of the
Shares to a third party upon foreclosure of such interest shall be subject to
all the provisions of paragraphs 2 and 3 hereof, including but not limited to,
the rights of the Party or Shareholder to vote the Shares until their sale in
compliance with the provisions of paragraph 3 hereof. Any third party who
forecloses upon any security in the Shares shall not be entitled to acquire or
otherwise own the Shares, but shall only be entitled to offer the Shares for
sale to the Parties in accordance with paragraph 3, and to the public in the
event that the Parties do not exercise their rights under paragraph 3.
7. This Agreement shall be effective and remain in force
between the parties from the date hereof to and including August 31, 1999.
8. The Parties and Shareholders each agree that an appropriate
legend shall be endorsed upon the certificates evidencing their ownership of
Shares reflecting that the sale, transfer, encumbrance, hypothecation or other
assignment of the Shares is subject to the terms and provisions of this
Agreement.
9. This Agreement shall be binding on the parties and their
respective representatives, heirs, successors and assigns, and shall be governed
by and construed in
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accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
10. This Agreement embodies and constitutes the entire
understanding between the parties with respect to the subject matter hereof, and
all prior understandings, representations and statements, if any, whether oral
or written, are merged into this Agreement. Neither this Agreement nor any
provision hereof may be waived, modified, amended, discharged or terminated
except by an instrument signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge of termination is sought, and then
only to the extent set forth in such instrument.
11. In the event that any term, condition, covenant,
agreement, requirement or provision herein contained shall be held by any court
to be unenforceable, illegal, void or contrary to public policy, such term,
condition, covenant, agreement, requirement or provision shall be of no effect
whatsoever upon the binding force or effectiveness of any of the other terms
hereof, it being the intention and declaration of the parties hereto that had
they or any of them known of such unenforceability, illegality, invalidity or
contrariety to public policy, they would have entered into a contract, each with
the other, containing all of the other terms, conditions, covenants, agreements,
requirements and provisions hereof.
12. This Agreement may be executed in counterparts, each of
which when executed by the parties hereto shall be deemed an original and all of
which together shall be deemed the same Agreement.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx Xxxxxx
/s/ G. Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
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G. Xxxxxxx Xxxxxx Xxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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ADDENDUM 1
I hereby agree to be bound to the terms and provisions of the foregoing
Agreement by and among Xxxxx X. Xxxxxx, Xxxxx Xxxxxx, G. Xxxxxxx Xxxxxx, Xxxx
Xxxxxxx and Xxxxxx Xxxxxxx with respect to the rights to sell, vote or otherwise
transfer control over shares of RMS Titanic, Inc. ("RMST") Common Stock.
/s/ Xxxxx Xxxxxx
------------------------------------------------------------
Xxxxx Xxxxxx, owner of 197,500 shares of
RMST Common Stock
/s/ D. Xxxxxxx Xxxxxx
------------------------------------------------------------
D. Xxxxxxx Xxxxxx, owner of 165,000 shares of
RMST Common Stock
/s/ Westgate Entertainment Corp.
------------------------------------------------------------
Westgate Entertainment Corp., owner of 603,759
shares of RMST Common Stock, by Xxxx Xxxxxx,
its President
/s/ Xxxxxx Xxxxxxx
------------------------------------------------------------
Xxxxxx Xxxxxxx, as joint owner with Xxxx Xxxxxxx,
of 21,544 shares of RMST Common Stock.
/s/ Xxxx X. Xxxx
------------------------------------------------------------
Xxxx X. Xxxx, owner of 250,000 shares of RMST
Common Stock (as to which Xxxxx Xxxxxx has been
granted voting rights pursuant to proxy)
/s/ Xxxxxxx X. Xxxx
------------------------------------------------------------
Xxxxxxx X. Xxxx, owner of 25,000 shares of RMST
Common Stock (as to which Xxxxx Xxxxxx has been
granted voting rights pursuant to proxy)
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ADDENDUM 1 (CONTINUED)
/s/ Xxxxx X. Xxxx
-------------------------------------------------------------
Xxxxx X. Xxxx, owner of 25,000 shares of RMST
Common Stock (as to which Xxxxx Xxxxxx has been
granted voting rights pursuant to proxy)
Xxxxxx Xxxxxxx hereby acknowledges that he is the direct owner of 81,309 shares
of RMST, the indirect owner of 4,582,167 shares of RMST that are registered in
the name of TVLP (and which are subject to distribution to TVLP limited
partners, of which he will retain ownership of a maximum of 511,152 shares of
the Company owned by TVLP (as may be decreased for payment of TVLP's
liabilities), and has voting control over, but not right to control the sale of,
1,202,112 RMST shares until June 17, 1999 by virtue of proxies granted to him by
limited partners of TVLP (which voting power is subject to earlier termination
upon the public market sale of such shares.
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx
Xxxxx Xxxxxx hereby acknowledges that he is the owner of 1,650,000 shares of
RMST, and has voting control over, but not the right to control the sale of, an
additional 300,000 shares of RMST by virtue of proxies granted to him by the
following third parties: Xxxx X. Xxxx - 250,000 shares; Xxxxxxx X. Xxxx - 25,000
shares; and Xxxxx X. Xxxx - 25,000 shares.
/s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx
G. Xxxxxxx Xxxxxx hereby acknowledges that he is the owner of 165,000 shares of
RMST.
/s/ G. Xxxxxxx Xxxxxx
---------------------------------------
G. Xxxxxxx Xxxxxx
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ADDENDUM 1 (CONTINUED)
Xxxx Xxxxxxx hereby acknowledges that he is the joint owner with Xxxxxx Xxxxxxx
of 21,544 shares of RMST.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Xxxxx X. Xxxxxx hereby acknowledges that he owns no shares of RMST.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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ADDENDUM 2
Xxxxx X. Xxxxxx - (000) 000-0000
Xxxxx Xxxxxx - (000) 000-0000
G. Xxxxxxx Xxxxxx - (000) 000-0000
Xxxx Xxxxxxx - (000) 000-0000
Xxxxxx Xxxxxxx - (000) 000-0000
Xxxxx Xxxxxx - (000) 000-0000
D. Xxxxxxx Xxxxxx -
Westgate Entertainment Corp. - (000) 000-0000
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