SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this "Agreement") effective as of January 31,
2002 (the "Effective Date"), is made and entered into by and among Diversified
Resources Group, Inc., a Utah corporation ("DRGI"); AeroGroup International
Corporation, a Florida corporation ("AGIC") and the persons listed as DRGI
shareholders on the signature page to this Agreement (the "DRGI Shareholders");
Tampa Bay Financial, Inc., a Florida Corporation ("TBF"); Xxxx Xxxxxxx ("Xx.
Xxxxxxx"). TBF, Xx. Xxxxxxx and the DRGI Shareholders are each sometimes
referred to herein as a "Shareholder" and are hereinafter collectively referred
to as the "Shareholders."
RECITALS:
A. DRGI, TBF, the Company, and Xx. Xxxxxxx have entered into an Agreement
and Plan of Exchange dated as of January 30, 2002 (the "Plan of Exchange"),
pursuant to which, among other things, Xx. Xxxxxxx will exchange all of the
issued and outstanding shares of the Company for shares of the common stock of
DRGI (the "Exchange").
B. It is a condition to the parties obligations under the Agreement and
Plan of Exchange that the parties enter into this Agreement.
C. After the Exchange, the Shareholders will own the number of shares of
common stock of DRGI (the "DRGI Shares") listed on Schedule 1 to this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Voting of DRGI Shares.
(a) DRGI Shares. The Shareholders each agree to vote all shares of voting
capital stock of DRGI registered in their respective names or beneficially owned
by them or their affiliates as of the date hereof and any and all other voting
capital stock of DRGI legally or beneficially acquired by each of the
Shareholders or their affiliates after the date hereof (hereinafter collectively
referred to as the "DRGI Shares") in accordance with the provisions of this
Agreement.
(b) Election of Directors.
(i) On all matters relating to the election of directors of DRGI,
the Shareholders agree to vote all DRGI Shares held by them and to take all other
necessary or desirable actions within their control (whether in their capacity
as stockholders, directors or officers of DRGI or otherwise), and DRGI shall
take all necessary or desirable actions within its control (including, without
limitation, calling special board and stockholder meetings) so that a majority
of the members of the Board of Directors of DRGI and each of its direct and
1
indirect subsidiaries, including AeroGroup International Corporation, shall be
individuals designated from time to time by Xx. Xxxxxxx.
(ii) Any vote taken to remove any director elected pursuant to this
Section 1(b), or to fill any vacancy created by the resignation of a director elected
pursuant to this Section 1(b), shall also be subject to the provisions of this
Section 1(b).
2. Termination. This Agreement shall continue in full force and effect from
the date of this Agreement until the earlier of any of the following:
(a) The written agreement of Shareholders holding at least 90% of the DRGI
Shares to terminate this Agreement; or
(b) DRGI's completion of a public offering of its equity securities which
is underwritten on a firm commitment basis and in which the gross proceeds to
DRGI are at least $10,000,000; or
3. Miscellaneous.
(a) Ownership. Each Stockholder represents and warrants to the other
Shareholders and DRGI that (a) he or it now owns the DRGI Shares, free and clear
of liens or encumbrances, and has not, prior to or on the date of this
Agreement, executed or delivered any proxy or entered into any other voting
agreement or similar arrangement, and (b) such Stockholder has full power and
capacity to execute, deliver and perform this Agreement, which has been duly
executed and delivered by, and evidences the valid and binding obligation of,
such Stockholder enforceable in accordance with its terms.
(b) Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to their heirs, personal representatives, or assigns by reason of a failure
to perform any of the obligations under this Agreement and agree that the terms
of this Agreement shall be specifically enforceable. If any party hereto or his
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy at law, and
such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.
(c) Governing Law; Choice of Forum. The validity and effect of this
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Florida, without giving effect to any conflicts-of-law rule
or principle that would give effect to the law of another jurisdiction. In any
action or proceeding arising out of or relating to this Agreement (an "Action"),
each of the parties hereto hereby irrevocably submits to the non-exclusive
jurisdiction of any federal or state court sitting in Melbourne, Florida, and
further agrees that any Action may be heard and determined in such federal court
or in such state court. Each of the parties hereto hereby irrevocably waives, to
2
the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any Action in Melbourne, Florida.
(d) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) upon delivery, if delivered
personally to the recipient, (ii) upon delivery, if sent to the recipient by
nationally recognized courier service (charges prepaid), or (iii) three days
after mailing, if mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the parties at the addresses indicated below:
If to DRGI: Diversified Resources Group, Inc.
x/x Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxx, Xxxxx 000
455 East 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000-0000
If to TBF: Tampa Bay Financial, Inc.
Attn: Xxxx X. Xxxxx
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
If to the Company: AeroGroup International Corporation
0000 Xxxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx
If to Xx. Xxxxxxx: Xxxx Xxxxxxx
0000 Xxxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
or to such other address or to the attention of such other person as the
recipient party may specify by prior written notice to the other parties.
(e) Amendment or Waiver. This Agreement may be amended (or provisions of
this Agreement waived) only by an instrument in writing signed by all of the
parties to this Agreement.
(f) Severability. If any provision of this Agreement is held to be invalid
or unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
(g) Successors. The provisions of this Agreement shall be binding upon the
successors in interest to any of the DRGI Shares, other than any person who
acquires any of the DRGI Shares (i) through a bona fide sale which complies with
the "manner of sale" requirement under Rule 144, or (ii) through a bona fide
gift provided the number of shares received by any single donee does not exceed
3
15,000 shares, and the aggregate number of shares given by a single donor does
not exceed 150,000 shares. DRGI shall not permit the transfer of any of the DRGI
Shares on its books or issue a new certificate representing any of the DRGI
Shares unless either: (i) DRGI receives evidence that the transfer was made in
compliance with the preceding sentence; or (ii) the person to whom such security
is to be transferred shall have executed a written agreement, substantially in
the form of this Agreement, pursuant to which such person becomes a party to
this Agreement and agrees to be bound by all the provisions hereof as if such
person were a Stockholder, as applicable. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors, assigns, administrators, executors and other legal representatives.
(h) Additional Shares. In the event that subsequent to the date of this
Agreement any shares or other securities (other than any shares or securities of
another corporation issued to the Shareholders of DRGI pursuant to a plan of
merger) are issued on, or in exchange for, any of the DRGI Shares or by reason
of any stock dividend, stock split, consolidation of shares, reclassification or
consolidation involving DRGI, such shares or securities shall be deemed to be
DRGI Shares for purposes of this Agreement.
(i) Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together shall constitute
one and the same agreement.
(j) Waiver. No waivers of any breach of this Agreement extended by any
party to this Agreement to any other party shall be construed as a waiver of any
rights or remedies of any other party to this Agreement or with respect to any
subsequent breach.
(k) Attorney's Fees. In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party shall be entitled
to all costs and expenses of maintaining such suit or action, including
reasonable attorneys fees.
(l) Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
[Remainder of Page Intentionally Left Blank.]
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
DRGI:
DIVERSIFIED RESOURCES GROUP, INC.
By:/s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:President
TBF:
TAMPA BAY FINANCIAL, INC.
By:/s/ Xxxxx Xxxx
Name:Xxxxx Xxxx
Title:President
THE COMPANY:
AEROGROUP INTERNATIONAL CORPORATION
By:/s/Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:President
XX. XXXXXXX:
/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx, Individually
5
DRGI SHAREHOLDERS:
/s/Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
SB Resources Group, Inc.
By:/s/Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:President
Xxxxx X. Xxxx
By:/s/Xxxxx X. Xxxx
Name:Xxxxx X. Xxxx
Title:President
/s/ Xxxxx Xxxx
Xxxxx X. Xxxx
6
