VOTING AGREEMENT
Voting Agreement (this "AGREEMENT") made this ______ day of ___________
among Xxxxxx X. Xxxxxxx ("RST"), Xxx X. Xxxxxx, acting not individually but as
Trustee or the successor(s) in Trust, of The Xxx X. Xxxxxx Revocable Trust, as
amended and restated in its entirety by instrument dated May 11, 1992 (as may be
amended from time to time) (the "Trust") and Martinique Hotel, Inc.
("Martinique").
WITNESSETH
The Trust is the record and beneficial owner of 283,600 shares of Common
Stock of the Company (the "Common Stock") and is the record and beneficial owner
of 393,337 shares of the Series B Preferred Stock of the Company and Martinique
is the record and beneficial owner of 41,700 shares of Common Stock
(collectively the "Xxxxxx Shares").
NOW, THEREFORE, in consideration of and reliance upon the recitals and the
covenants contained herein and for other good and valuable consideration, the
parties hereto intending to be legally bound, agree as follows:
1. For the one year period from the date of this Agreement, the Trust and
Martinique hereby confer upon RST the sole and absolute right to vote the Xxxxxx
Shares on any and all matters that come before the shareholders of the Company.
2. RST hereby agrees to indemnify the Trust and Martinique for any and all
liabilities, obligations, losses, damages, and reasonable expenses and
attorney's fees that they may suffer or incur as a result of entering into this
Agreement or the exercise by RST of any of the rights provided to him hereunder,
including defending any claim asserting any of the foregoing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
--------------------------------
Xxxxxx X. Xxxxxxx
--------------------------------
Xxx X. Xxxxxx, acting not
individually but as Trustee or
the successor(s) in trust, of
The Xxx X. Xxxxxx Revocable
Trust, as amended and restated
in its entirety by instrument
dated May 11, 1992 (as may be
amended from time to time).
Martinique Hotel, Inc.
By:
-----------------------------
Its:
----------------------------
