Contract
This
agreement reached this ___ 20_____ day of July 2006 by and between Xxxx X.
Xxxxx (hereinafter referred to as XXXX) and Xxxxxx de Anquin (hereinafter
referred to as XXXXXX)
WHEREAS
XXXX owns twenty six percent (26%) of the issued and outstanding shares of stock
in Premier Power Spain, (hereinafter referred to as PPS)
WHEREAS
XXXXXX owns twenty five percent (25%) of the issued and outstanding shares of
stock in PPS.
WHEREAS
PPS is a corporate duly organized and existing under the laws of the country of
Spain.
WHEREAS
Premier Power Renewable Corp. is a duly organized corporation existing under the
laws of the State of California (hereinafter referred to as PPRC)
WHEREAS
the parties desire to eliminate any controversy over issues relating to the
operation of PPS as they relate to matters that the. As shareholders, have power
to either approve, veto, and or ratify.
WHEREAS
such elimination of potential controversy is required by the under writers of
PPRC
NOW IN
CONSIDERATION FOR THE MUTUAL PROMISES, CONDITIONS AND COVENANTS CONTAINED
HEREIN, IT IS AGREED AS FOLLOWS:
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1.
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XXXX
and Xxxxxx shall, for all times herein, vote their shares, on any given
issue, including but not limited to the election of officers and
directors, in concert. This Agreement shall be in effect as long as
underwriter so requires such an arrangement, or until the parties modify
this Agreement by switching the parties respective
roles.
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2.
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If
XXXX and Xxxxxx cannot agree on how to vote their collective shares, then
XXXX shall be allowed to vote both his and MIGUELS shares. In connection
therewith, XXXX will dutifully and reasonably analyze the pending issue
and shall timely exercise his voting rights herein. Subject to paragraph 4
below, XXXXXX hereby knowingly and voluntarily waives any claim he may
have to object to the means and or manner that XXXX voted their collective
shares.
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3.
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The
parties hereto expressly agree that remedies at law for any breach or
threatened breach by XXXXXX of this Agreements and Inadequate.
Accordingly, XXXX shall be entitled, in addition to such other remedies as
any of them may have, to temporary, injunctive, and other equitable
relief, or any breach or threatened breach of any such agreements by,
without proof of any breach.
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4.
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In
connection with the exercise of the voting powers herein, XXXX shall
hereby indemnify and hold XXXXXX harmless from and against any claims,
damages, causes of action and or liabilities that may arise out of and
stemming from an abuse of the powers granted herein, or wanton neglect of
the subject obligations hereunder. For purposes of this Agreement,
decisions made in the ordinary course of business, which pass the
“reasonable man” test, shall not be deemed to be an abuse of power
hereunder
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5.
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Should
there be a breach in the performance of this agreement by either party,
then the breaching party shall be entitled to reasonable attorney fees in
addition to any and all other
damages.
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6.
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This
Agreement and the rights conveyed herein may not be assigned by XXXX to
any third party, but shall injure to the benefit and or burden of the
heirs, beneficiaries, assignees, conveys of both XXXX’X and MIGUEL’s
respective shares of PPS
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7.
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The
parties agree to execute any and all documents necessary to effectuate the
intent and terms of this Agreement.
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8.
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This
Agreement shall be the full and final agreement between the parties and
shall constitute the full and final agreement between the parties with
respect to the subject matter of this Agreement. This Agreement shall
supersede any prior or contemporaneous Agreement, oral, or written,
between the parties.
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9.
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If
any provision of this Agreement shall be found to be invalid or
unenforceable in any respect, the remainder of the Agreement must be
undertaken in writing and signed by all parties.
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10.
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Any
and all modifications to this Agreement must be undertaken in writing and
signed by all parties.
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/s/
Xxxx X. Xxxxx
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/s/
Xxxxxx de Anquin
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| XXXX X. XXXXX | XXXXXX de ANQUIN |
Addendum
to
the
Voting
Agreement
Dated
February 4, 2009
The undersigned are parties to that
certain Voting Agreement to which this Addendum to the Voting Agreement
(“Addendum”) shall be appended concerning the equity interests of each of the
undersigned in Premier Power Sociedad Limitada (“Premier Power Spain”) dated
July 20, 2006 (the “Premier Power Spain Voting Agreement”). The
undersigned hereby represent that, although it is dated July 20, 2006, each of
them, in fact, signed the Premier Power Spain Voting Agreement on June ____,
2008 to memorialize in writing the terms set forth in the Premier Power Spain
Voting Agreement, which terms were orally agreed upon by the undersigned on July
20, 2006.
IN
WITNESS WHEREOF, the undersigned have executed this Addendum as of the date
first above written.
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/s/
Xxxx X. Xxxxx
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/s/
Xxxxxx de Anquin
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| XXXX X. XXXXX | XXXXXX de ANQUIN |
