EXHIBIT 9.1
STOCKHOLDERS AGREEMENT
This Agreement ("Agreement") is dated as of October 10, 1997 and entered
into by and among Xxxxx Xxxxxxx ("X. Xxxxxxx"), Xxxxxxx X. Xxxxx, Xxxxxx Xxxxx,
Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx (hereinafter collectively
referred to as the "Stockholders").
WITNESSETH:
WHEREAS, Cross Atlantic Capital, Inc. (the "Company") was incorporated
under the laws of the State of Delaware on May 28, 1986; and
WHEREAS, the total number of authorized shares of capital stock of the
Company (hereinafter referred to as the "Stock") consists of 60,000.000 shares
of common voting stock, par value $.000833 (the "Common Stock" or the "Stock");
and
WHEREAS, 3,200,000 shares of the Company's Common Stock have been issued
to the Stockholders; and
WHEREAS, the parties hereto desire to provide for the composition of the
Board of Directors of the Company and certain other corporate matters concerning
the orderly operation and management of the Company, and to set forth their
respective rights and obligations in connection therewith; and
NOW THEREFORE, in consideration of the mutual promises contained herein
and of the mutual benefits to be gained by the performance thereof, for so long
as X. Xxxxxxx directly or beneficially owns or controls Five Percent (5%) or
more of the issued and outstanding Common Stock of the Company the parties
hereto do hereby agree as follows:
1. Composition of Board of Directors. The Board of Directors of the
Company shall consist of not less than Seven (7) members: (i) Three (3) of which
shall be designated by X. Xxxxxxx (the "X. Xxxxxxx Directors"), which X. Xxxxxxx
Directors shall comprise the Executive Committee of the Board of Directors (the
"Executive Committee"); (ii) Two (2) of which shall be designated by Xxxxx
Xxxxxx, Xx.; and (iii) Two (2) of which shall be outside directors.
2. Executive Committee. The Executive Committee shall have the power to:
(i) veto any proposed acquisition, merger, offering or sale of securities of the
Company; (ii) veto any borrowings or issuances of debt securities of the
Company; (iii) select corporate officers of the Company; and (iv) determine the
compensation of the senior management of the Company. The undersigned shall
cause the Board of Directors to form the Executive Committee consistent with the
provisions hereof.
3. Binding Effect. All of the terms and provisions of this Agreement shall
be binding upon, inure to the benefit of, and be enforceable by the parties and
their respective administrators, executors. legal representatives, heirs,
successors and permitted assigns.
4. Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by all of
the parties hereto.
5. Notices. All notices, elections, demands or other communications
required or permitted to be made or given pursuant to this Agreement shall be in
writing and shall be considered as properly given or made if sent prepaid and
actually received by telecopier, hand delivery, certified mail, overnight
delivery service or courier service addressed to the respective parties as
indicated below. Any party may change its notice instructions by giving notice
thereof, in writing, to the other parties.
To the Company: Elgin e^2, Inc.
00 Xxxxxxxxx Xxxxx
0
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxx, President
With a copy to: Lev, Berlin and Xxxx, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxx, Esquire
To any of the
Stockholders: c/o Xxxxx Xxxxxxx
Key International Inc.
000 Xxxxx 0
Xxxxxxxxxxx, XX 00000
In each case
with a copy to: Xxxxxxx Xxxxx
Key International Inc.
000 Xxxxx 0
Xxxxxxxxxxx, XX 00000
and: Lev, Berlin and Xxxx, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxx, Esquire
IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and year first above written.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxxxx X. Xxxxx atty in fact
/s/ Xxxxx Xxxxxxx atty in fact
------------------------------
Xxxxxx Xxxxx
3
/s/ Xxxxxxx Xxxxxxx atty in fact
--------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx atty in fact
--------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx atty in fact
--------------------------------
Xxxxxxx Xxxxxxx
Acknowledged and agreed to as of
the 10th day of October, 1997
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Xxxxx X. Xxxxxx, Xx.
4
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Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Acknowledged and agreed to as of
the 10th day of October, 1997
/s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
