VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 1, 2000 (this "Agreement"),
between Xxxx Xxxxxx ("Xxxxxx") and Xxxx Xxxxxxxx ("Xxxxxxxx").
WHEREAS, Xxxxxx and Xxxxxxxx are executive officers of Intraco Systems,
Inc., a Nevada corporation ("Intraco"); and
WHEREAS, as of the date hereof, Xxxxxx is the beneficial owner of
8,109,000 shares of Intraco's issued and outstanding common stock ("Intraco
Common Stock") and Xxxxxxxx owns options to purchase an aggregate of 4,000,000
shares of Intraco Common Stock;
WHEREAS, Xxxxxx and Xxxxxxxx have agreed, among other things, to enter
into this Agreement with respect to all of the shares of Intraco Stock now owned
and which may hereafter be acquired by either of them (the "Shares").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
ARTICLE 1
VOTING OF SHARES
1.1 VOTING AGREEMENT. (a) During the term of this Agreement, each party
agrees to grant the other party an irrevocable proxy to vote (or cause to be
voted) fifty percent (50%) of all Shares, and any other voting securities of
Intraco, whether issued heretofore or hereafter, that either party beneficially
owns or has the right to vote for all matters subject to a stockholder vote.
(b) Except as provided in this Agreement and during the term of this
Agreement, each party shall not, directly or indirectly, grant any proxy or
power of attorney with respect to the Shares, deposit any of such Shares into a
voting trust or enter into any voting agreement or arrangement inconsistent with
this Agreement.
(c) Xxxxxx and Xxxxxxxx each agree that during the term of this
Agreement that he will
(i) vote all of the shares of Intraco securities to which he is
entitled to vote in favor of the other person in the election of Intraco
directors.
(ii) not take any action, directly or indirectly, that will
assist, facilitate, encourage or solicit another party in the removal of
Xxxxxx or Xxxxxxxx from Intraco Board of Directors or from their current
positions as executive officers of Intraco.
1.2 IRREVOCABLE PROXY. During the term of this Agreement and in the
event either party shall fail to comply in all material respects with the
provisions of Section 1.1 hereof as determined by the other party in its
reasonable discretion, the complying party agrees that such failure shall
result, without any further action by the noncomplying party, in the irrevocable
appointment of the complying party, until termination of this Agreement, as the
noncomplying party's attorney and proxy pursuant to the provisions of the Nevada
Business Corporation Law, with full power of substitution, to vote, and
otherwise act (by written consent or otherwise) with respect to the Shares which
such party is entitled to vote at any stockholder meeting (whether annual or
special and whether or not an adjourned or postponed meeting) or consent in lieu
of any such meeting or otherwise, only on the specific matters and in the manner
specified in Section 1.1 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE
AND COUPLED WITH AN INTEREST.
ARTICLE 2
MISCELLANEOUS
2.1 INJUNCTIVE RELIEF. The parties agree that any violation by either
party of this Agreement may cause irreparable or indeterminate damage or injury
to the other parties, and both parties expressly stipulate and agree that the
other party shall be entitled, upon ten (10) days written notice, to obtain an
injunction from any court of competent jurisdiction restraining any violation or
threatened violation of this Agreement. Such right to an injunction shall be in
addition to, and not in limitation of, any other rights or remedies that a party
may have for damages.
2.2 TERMINATION. This Agreement shall terminate upon the earliest of
(i) the sale or merger of Intraco in which Intraco is not the surviving company,
(ii) the resignation or termination of either Xxxxxx or Xxxxxxxx as an officer
and director of Intraco, or (iii) January 31, 2003.
2.3 ENFORCEMENT OF AGREEMENT. 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 its specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction to prevent any breach of this Agreement and to enforce specifically
the terms and provisions hereof in any Delaware Court, this being in addition to
any other remedy to which they are entitled at law or in equity.
2.4 SUCCESSORS AND AFFILIATES. This Agreement shall inure to the
benefit and shall be binding upon the parties hereto and their respective
successors, assigns, heirs, executors, administrators and representatives.
2.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.
2.6 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
2.7 WAIVERS. Except as provided in this Agreement, no action taken
pursuant to this Agreement, including, without limitation, any investigation by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.
2.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
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provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
2.9 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Florida regardless of the laws that
might otherwise govern under applicable principles of conflicts of law.
2.10 COUNTERPARTS. This Agreement may be executed in counterparts by
manual or facsimile signature of each undersigned party, and all such
counterparts shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date hereof.
/s/ XXXX XXXXXX
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Xxxx Xxxxxx
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
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