IRREVOCABLE PROXY AGREEMENT
This Agreement, entered into this 22nd day of April 2002, is by
and between Xxxxxx X. Xxxxxxxx (hereinafter the "Proxyholder") and the
undersigned (hereinafter the "Stockholder"), a shareholder of
eWorld Media, Inc., a Nevada corporation (the "Company").
RECITALS:
WHEREAS, the Company is in the process of organizing itself to
commence business operations;
WHEREAS, the Stockholder has agreed to provide services to the
Company, either in the capacity of an employee or as a consultant;
WHEREAS, the Proxyholder is the President and Chief Executive Officer
of the Company and was essential in the organization of the Company; and
WHEREAS, the Stockholder is willing to grant to the Proxyholder the
right to vote the shares owned by such party for a limited period of time
in order to allow Proxyholder the opportunity to organize and operate the
company;
NOW, THEREFORE, in consideration of the mutual terms and conditions
set forth herein, and for other consideration the sufficiency and receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Issuance of Proxy. Except as limited herein, the Stockholder
hereby irrevocably constitutes and appoints Proxyholder the true and lawful
attorney, agent and proxy, with full power of substitution, of the
Stockholder for the period hereinafter defined, for and in the name, place
and stead of the Stockholder, to vote all shares of the Company now or
hereafter owned by the Stockholder whether of record or beneficially and
all shares in which the Stockholder now or hereafter may have any legal or
beneficial interest, to vote such shares of stock at any and all meetings
of the shareholders of the Company, whether regular or special, and at any
adjournment or adjournments thereof, and to execute with respect to said
shares of stock any and all instruments, consents, directions or other
documents relative to the corporate affairs of the Company or calling for
the approval or disapproval of any corporate act or transaction by the
shareholders of the Company.
2. Term. The term of this Agreement shall commence on the date first
written above and shall terminate on December 31, 2004.
3. Stock Transfer Records. Each of the stock certificates to which
this irrevocable proxy shall apply shall be designated as subject to this
irrevocable proxy on the transfer records of the Company.
4. Proxy Coupled with an Interest. This proxy is being given in
conjunction with the organization of the Company, including the entering
into either an employment or consulting agreement with the Stockholder.
For this reason, among others, the Stockholder acknowledges and declares
that, (a) this Agreement and the proxy hereby granted are irrevocable for
the term set forth herein, and (b) the proxy granted hereby is coupled with
an interest.
5. Assignment, Etc. of Shares. During the term of this Agreement
the Stockholder shall not sell, assign, pledge, hypothecate, or transfer
any of the Shares unless the party purchasing, receiving, or obtaining an
interest in such Shares agrees in writing to be bound by the terms of this
Agreement; provided however, that if any of the Shares are sold in a broker
transaction in which the Stockholder shall not solicit or arrange for the
solicitation of orders to buy the Shares in anticipation of or in
connection with such transaction, the terms of this Agreement shall cease
as to the Shares so sold.
6. Representations and Warranties of the Stockholder. The
Stockholder represents and warrants that said shares are owned free and
clear of all liens, encumbrances, other proxies, charges and assessments of
every nature and subject to no restrictions with respect to
transferability, and that, except for this Agreement, there are no
outstanding options, contracts, calls, commitments, agreements, voting
agreements, or demands of any character relating to the foregoing shares of
the Company.
7. Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's
fee, which may arise or accrue from enforcing this Agreement, or in
pursuing any remedy provided hereunder or by statute.
8. Governing Law. This Agreement and the rights and duties of the
parties hereto shall be construed and determined in accordance with the
laws of the State of California, and any and all actions to enforce the
provisions of this Agreement, shall be brought in a court of competent
jurisdiction in the State of California and in no other place.
9. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
10. Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder
of this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition, or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
11. Interpretation of Agreement. This Agreement shall be interpreted
and construed as if equally drafted by all parties hereto.
12. Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated, or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
13. Full Knowledge. By their signatures, the parties acknowledge
that they have carefully read and fully understand the terms and conditions
of this Agreement, that each party has had the benefit of counsel, or has
been advised to obtain counsel, and that each party has freely agreed to be
bound by the terms and conditions of this Agreement.
14. Headings. The descriptive headings of the various paragraphs or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
15. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument. Delivery of an executed counterpart of this
Agreement by facsimile shall be equally as effective as delivery of a
manually executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by facsimile also shall deliver a
manually executed counterpart of this Agreement, but the failure to deliver
a manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
PROXYHOLDER /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
STOCKHOLDER: /s/ Xxxxxx Xxxxxxx
Signature
Xxxxxx Xxxxxxx
Please Print Name
