Exhibit 10.1 Voting Agreement
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of January 27,
2006, by and among XXXXXXX XXXX, an individual ("Dato"), CHINA DIRECT TRADING
CORPORATION, a Florida corporation (the "Corporation"), and XXXXXX XXXXXX, an
individual ("Shareholder").
RECITALS
A. The Corporation, Dato and Complete Power Solutions, LLC, a Florida limited
liability company ("CPS"), are parties to a certain Purchase Agreement of even
date herewith ("Purchase Agreement") pursuant to which, among other things, the
Corporation will acquire a fifty-one percent (51%) membership interest in CPS.
B. One of the conditions to the purchase of such membership interest is the
execution of a voting agreement relating to the election of Dato as a member of
the Corporation's board of directors (the "Board of Directors).
C. Shareholder owns a majority of the shares of voting stock of the Corporation
and is its President, Chief Executive Officer and Chairman of the Board.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. ELECTION OF DATO TO THE BOARD OF DIRECTORS. Shareholder
shall vote his Shares to elect Dato to the Board of Directors.
SECTION 2. TRANSFER RESTRICTIONS. Shareholder agrees not to transfer
any of his Shares to any transferee unless as a condition to such transfer the
transferee agrees to be bound by the terms of this Agreement applicable to
Shareholder, other than a transfer of shares pursuant to sale made over the
counter and not for the purposes of avoiding the restrictions on transfer set
forth herein.
SECTION 3. DURATION OF AGREEMENT. The rights and obligations of the
Corporation and Shareholder under this Agreement shall terminate in the event
that (a) Dato owns less than a twenty percent (20%) member interest in CPS or
(b) the Corporation owns less than a ten percent (10%) member interest in CPS.
SECTION 4. MISCELLANEOUS.
(a) Entire Agreement. This Agreement constitutes the entire final
agreement among the parties with respect to the subject matter hereof and
supersedes any and all other agreements, if any, among the parties both oral and
written concerning the subject matter hereof.
(b) Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
permitted transferees of any Shares). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Except as otherwise expressly provided herein, if any person
shall acquire any Share in any manner, whether by operation of law or otherwise,
such Shares shall be held subject to all of the terms of this Agreement, and, by
taking and holding such Shares, such person shall be deemed conclusively to have
agreed to be bound by and to perform all of the terms of this Agreement.
(c) Governing Law; Venue. This Agreement shall be governed by and
construed under the laws of the State of Florida, without regard to its conflict
of law principles, and any proceeding arising between the parties hereto in any
manner pertaining or relating to this Agreement shall, to the extent permitted
by law, be held in Broward County, Florida.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instruments.
(e) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(f) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
delivery by confirmed facsimile transmission or nationally recognized overnight
courier service or three days following deposit with the United States Post
Office, by registered air mail (for international mail) or certified mail (for
domestic mail), postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days advanced written notice to
the other parties.
(g) Attorneys' Fees. If any party hereto is required to engage in
litigation or other legal proceeding against any other party hereto, either as
plaintiff or as defendant, in order to enforce or defend any of his, hers or its
rights under this Agreement, and such litigation or proceeding results in a
final judgment or ruling in favor of such party ("Prevailing Party"), then the
parties or party hereto against whom said final judgment is obtained shall
reimburse the Prevailing Party for all direct, indirect or incidental expenses
incurred by the Prevailing Party in so enforcing or defending his, her or its
rights hereunder, including, but not limited to, all attorneys' fees,
paralegals' fees and all court costs and other expenses incurred throughout all
negotiations, proceedings, trials or appeals undertaken in order to enforce the
Prevailing Party's rights hereunder.
(h) Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the parties hereto. The waiver by any of the parties
of any other party's prompt and complete performance, or breach or violation, of
any provision of this Agreement shall not operate nor be construed as a waiver
of any prior or subsequent breach or violation, and the waiver by any of the
parties to exercise any right or remedy which he, she or it may possess under
this Agreement shall not operate nor be construed as a bar to the exercise of
such right or remedy by such party upon the occurrence of any subsequent breach
or violation.
(i) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement, and the balance of the Agreement shall be interpreted as if such
provision were so excluded, and shall be enforceable in accordance with its
terms.
(j) Specific Performance. Shareholder acknowledges and agrees that the
Shares are unique and are not freely transferable and for those reasons, among
others, Dato would be irreparably damaged if the provisions of this Agreement
are not performed in accordance with their specific terms or are otherwise
breached and that monetary damages would not provide an adequate remedy in such
event. Accordingly, it is agreed that in addition to any other remedy to which
Dato may be entitled at law or in equity, Dato shall be entitled to injunctive
relief to prevent breaches of the provisions of this Agreement and,
specifically, to enforce the terms and provisions of this Agreement in any
action instituted in any court of competent jurisdiction.
(k) Construction. This Agreement shall be interpreted and construed
without regard to any rule or presumption requiring that this Agreement be
interpreted or construed against the party causing this Agreement to be drafted.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CHINA DIRECT TRADING CORPORATION:
CHINA DIRECT TRADING CORPORATION,
a Florida corporation
By:__________________________________
Xxxxxx Xxxxxx, CEO and President
Address:
00000 Xxxxxxx Xxxx #000
Xxxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxxx, President
XXXXXXX XXXX:
--------------------------------------
Xxxxxxx Xxxx, individually
Address:
0000 Xxxxx Xxxxxxxxx Xxxx
Xxxxx 0-0
Xxxxxxx Xxxxx, Xxxxxxx 00000
SHAREHOLDER:
--------------------------------------
Xxxxxx Xxxxxx, individually
Address:
x/x Xxxxx Direct Trading Corporation
00000 Xxxxxxx Xxxx #000
Xxxxxx Xxxx, XX 00000
SCHEDULE A
SHAREHOLDER STOCK OWNERSHIP
SHAREHOLDER NO. OF SHARES
1. Xxxxxx Xxxxxx - 308,996,091 shares
