AMENDED SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY
FOR
VISTA VACATIONS INTERNATIONAL, INC.
AGREEMENT, made and entered into as of the 28th day of September 1999 , by
and among XXXX XXXXXX, residing at 0000 Xxxxxxxxx 00xx Xxxxx, Xxxxx Xxxxxxx,
Xxx., 00000, and XXXXXX XXXXXXX, residing at 000 X. Xxxxx Xxxx Xx., Xxxxxx Xxxx.
00000, XXXX XXXXXXX, XXXXXX XXXXXXXXX, collectively referred to as the
"Shareholders" and Vista Vacations International, Inc., (the "Corporation") with
offices at 0000 XX 00xx Xxxxxx, Xxxxxxx, XX.
W I T N E S S E T H:
WHEREAS, the Corporation was incorporated on November 13, 1998 and is
presently in good standing; and WHEREAS, the Shareholders desire to provide for
the contemplated business of the Corporation and assure the continuity of
management of the Corporation and its business, and in furtherance thereof, to
place certain restrictions on the sale, transfer or other disposition of the
shares of the Corporation now owned or hereafter acquired by each of them;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereby agree as follows:
1. WHEREAS, Xxxxxx Xxxxxxx had joined the corporation as shareholder and had
provided funds necessary to start up the corporation and to provide further
funds during the operation of the company until financing was available
from some third party lender or bank and
WHEREAS the corporation has borrowed $150,000.00 ONE HUNDRED FIFTY THOUSAND
DOLLARS from Xxxxxxx and having sought additional funds from Xxxxxxx and
being denied those additional funds by Xxxxxxx and Xxxxxxx is not willing
to sign as a guarantor or obligor as a major shareholder of the
corporation, and upon mutual agreement and understanding Xxxxxxx agrees to
re-characterize her status with the corporation and give up her right of
ownership to any shares of the corporation in exchange for any further
obligation on her part to provide further financing to the company,
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree that the shareholders agreement
and irrevocable proxy dated November 13, 19998, is amended to reflect:
1. That Xxxxxx Xxxxxxx is no longer a shareholder of the corporation. But
merely a creditor.
2. That the amount lent by Xxxxxxx to the corporation is One Hundred Fifty
Thousand Dollars $150,000.00 and is due on October 1, 2000.
3. That said loan amount of One Hundred Fifty Thousand $150,000.00 shall be
secured by the number of shares of stock, which represent 375 shares or not
less than 25% of the corporation.
4. That the security agreement and Promissory Note dated November 13, 1998
shall be amended to reflect these changes.
5. That Xxxxxx Xxxxxxx shall no longer have any voting rights in the company
or any other rights associated with being a shareholder of said
corporation. As such Xxxxxxx waives any notices or procedural requirements
that were implied or express in such Shareholders Security and Pledge
agreement.
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6. As further consideration to Xxxxxxx provided by the Corporation, the
corporation agrees to convey upon Xxxxxxx the right of first refusal to
purchase the 25% or 375 shares of the Corporation that Xxxxxxx has as
security for her loan. The right of first refusal applies to any bona fide
offer made in written form from a third party purchaser. In such event,
Xxxxxxx is granted the additional right to be given a credit for any monies
including applicable interest due to Xxxxxxx at the time such offer is
made. Therefore, as an example if a Xxxx X. Investor was to offer $250,000.
For the 375 shares which are set aside by the Corporation to secure
Xxxxxxx'x loan, Xxxxxxx may have the right to purchase those same shares at
the same terms and conditions and would be given a credit of approximately
$150,000, which is the amount that is currently Xxxxxxx'x loan balance with
the Corporation. Therefore in the above example, Xxxxxxx would only have to
pay to the Corporation approximately $100,000 in additional funds to
purchase those shares.
7. Xxxxxxx hereby acknowledges that she has the right to counsel to review
this document, and has either done so, or has waived her right to do so.
2. Counterparts. This Agreement maybe executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
VISTA VACATIONS INTERNATIONAL, INC.,
[corporate seal]
By: /s/ Xxxx Xxxxxx
By: /s/ Xxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxxxxxx
By: /s/ Xxxxxx Xxxxxxx
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