EXHIBIT B
EXHIBIT 9.1
VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is made and entered into by and
between the undersigned shareholder whose name is set forth on page B-4
("Shareholder"), GK Intelligent Systems, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, the Shareholder owns shares of Company common stock, par value
$.001 per share ("Common Stock"), purchased as described in the Subscription
Agreement to which this is an exhibit dated as of the date hereof; and
WHEREAS, the Shareholder desires to set forth in writing certain rights
and restrictions, including, without limitation, voting rights and transfer
restrictions, with respect to the Common Stock owned by the Shareholders.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. STOCK. The shares of Common Stock of the Company owned by the
Shareholder as set forth on the signature page hereof, shall be referred to
herein as the "Stock". Any additional shares of Common Stock or other voting
securities, or the voting rights relating thereto, of the Company that may be
owned, held or subsequently acquired in any manner, legally or beneficially,
directly or indirectly, of record or otherwise, by the Shareholder at any time
during the term of this Agreement as a result of the ownership of the Stock
whether issued incident to any stock split, stock dividend, increase in
capitalization, recapitalization, merger, consolidation, reorganization, or
other transaction, shall be included within the term "Stock" as used herein and
shall be subject to the terms of this Agreement.
2. TRANSFER RESTRICTIONS.
2.1 The Shareholder agrees not to sell, give, assign, pledge,
transfer or otherwise dispose of any shares of Stock of the Company,
now or hereafter owned by him, prior to May 31, 2000, unless such
Shareholder agrees to be bound by all the terms of this Agreement.
Any person or entity to whom shares of Stock are sold, transferred
or assigned shall be bound by and become subject to the terms and
conditions of this Agreement which entail granting Xxxxxxx the
exclusive right to vote the Stock.
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Each person or entity to whom shares of Stock are sold, transferred
or assigned shall execute an agreement adopting this Agreement and
acknowledging his obligation hereunder.
2.2 Notwithstanding Section 2.1, in the event that Shareholder sells
his Stock (if only a portion of Stock is sold, the remaining shares
will remain subject to this Agreement) after May 31, 1999, pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended
(with the Company's counsel rendering an opinion with respect to
such transaction), such transferee will not be subject to this
Agreement.
2.3 Simultaneously with the execution of this Agreement, the
Shareholder's certificate(s) will be inscribed with a legend in
substantially the following form: "The shares represented by this
certificate are subject to the provisions of a Voting Agreement
executed in May 1998, and are subject to restrictions on
transferability and resale and may not be transferred or resold
except as permitted under this Agreement, a counterpart of which has
been deposited with GK Intelligent Systems, Inc. at 0000 Xxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000, its principal office."
3. VOTING RIGHTS. During the term of this Agreement, Xxxxxxx shall be the
true and lawful agent and proxy of Shareholder with the full power of
substitution for and in the name of Shareholder, to vote all the shares of Stock
or Stock equivalents or give a written consent, in person or by proxy, at all
meetings of the shareholders of the Company, and in all proceedings in which the
vote or written consent of shareholders may be required or authorized by law.
All action to be taken on any question shall be determined by Kimmons, in his
sole discretion.
4. RESERVATION OF RIGHTS. All other rights and privileges of ownership of
the Stock shall be reserved to and retained by the Shareholder.
5. TERM. This Agreement shall remain in full force and effect as of the
date hereof until May 31, 2000, unless earlier terminated pursuant to Section
2.2.
6. SPECIFIC PERFORMANCE. The Shareholder acknowledges that a remedy at
law for any breach or attempted breach of terms and provisions of this Agreement
may be inadequate, and the Shareholder agrees that the non-breaching party shall
be entitled to specific performance and injunctive and other equitable relief in
the event of any such breach or attempted breach.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective heirs, legal representatives, successors and
assigns.
8. WAIVER. The wavier by either party to this Agreement of a breach or
violation or any provision hereof shall not operate as or be construed to be a
waiver of any subsequent breach hereof.
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9. GOVERNING LAW. This Agreement shall be interpreted in accordance with
the laws of the State of Texas. In the event of a dispute concerning this
Agreement, the parties agree that venue lies in a court of competent
jurisdiction in Xxxxxx County, Texas.
10. HEADINGS; GENDER. The paragraph headings contained in this Agreement
are for convenience only, and shall in no manner be construed as part of this
Agreement. All references in this Agreement as to gender shall be interpreted in
the applicable gender of the parties.
11. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement, with a counterpart being
delivered to each party hereto.
12. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
13. AMENDMENT. No modification, amendment, addition to, or termination of
this Agreement, nor waiver of any of its provisions, shall be valid or
enforceable unless in writing and singed by all the parties hereto.
14. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreements between the parties respecting the subject matter
hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date set forth below.
SHAREHOLDER:
______________________________________ ________________ Shares
Signature
______________________________________
Name Printed
______________________________________
______________________________________
Address
Dated:_________________, 1998
COMPANY:
GK Intelligent Systems, Inc.
By:____________________________________
Xxxx X. Xxxxxxx, President
Dated:_________________, 1998
XXXX X. XXXXXXX
______________________________________
Xxxx X. Xxxxxxx
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Dated:_________________, 1998
