VOTING AGREEMENT
THIS AGREEMENT, made and entered into this 11th day of March, 1997, by and among
[SHAREHOLDER NAME] ("XXX X. XXXXXXXX"), XXXX X. XXXXXXX ("Xxxxxxx") and XXXXXXX
X. XXXXXX ("Xxxxxx").
R E C I T A L S:
A. Pursuant to that certain Agreement and Plan of Reorganization made as of
March 7, 1997 (the "Merger Agreement"), by and among Net Radio Corporation, a
Nevada corporation ("Net Radio") Net Radio Corporation, a Minnesota corporation
and wholly owned subsidiary of Navarre Corporation ("NRC"), [______] and Navarre
Corporation, a Minnesota corporation (the "Company"), the Company agreed to
issue XXX X. XXXXXXXX SIXTY FIVE THOUSAND (65,000) shares of newly issued,
nonregistered, no par value common stock of the Company (the "XXXXXXXX Shares").
X. Xxxxxxx and Xxxxxx are collectively the owners of approximately __________
percent (46.8%) of the issued and outstanding capital stock of the Company.
C. To induce NRC to merge with Net Radio, which merger is beneficial to
XXXXXXXX, XXXXXXXX agrees to be bound by the terms and conditions of this
Agreement.
D. The parties hereto intend this Agreement to comply with and be enforceable as
a shareholder voting agreement under and pursuant to Minnesota Statutes, Section
302A.455.
In consideration of the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties agree to the following terms and
conditions:
1. Shares Subject to Agreement. The provisions of this Agreement shall
apply to all issued and outstanding capital stock of the Company now
owned or hereinafter acquired by XXXXXXXX, all portions thereof and
substitutions therefor (collectively, the "Subject Shares"). The
provisions of this Agreement shall apply to the Subject Shares in the
hands of any third party, irrespective of the manner in which XXXXXXXX or
the third parties acquired such Subject Shares, including, but not
limited to, purchase, gift, reclassification, recapitalization, stock
dividend or stock split.
2. XXXXXXXX hereby appoints Xxxxxx and Xxxxxxx, with full power of
substitution, to represent and vote all the Subject Shares, held of
record by XXXXXXXX, and, during the term of this Agreement, to execute
any further documents necessary to evidence the appointment of proxy
described herein.
3. Termination. This Agreement shall terminate and all rights and
obligations hereunder shall cease upon the happening of any of the
following events:
a. Cessation of the corporate business of the Company;
b. Voluntary or involuntary dissolution of the Company;
c. March 20, 2006, the tenth anniversary of the Closing of the
Merger Agreement;
d. Any Shares sold by XXXXXXXX in conjunction with a registered
public offering by the Company or, commencing January 1, 2001,
held by XXXXXXXX who owns or controls (including through
affiliates of XXXXXXXX less than 200,000 of the Subject Shares
shall no longer be subject to this Agreement; or
e. Termination is mutually agreed upon by the parties hereto.
4. Enforcement.
(a) Injunctions. In the event Xxxxxxx and/or Xxxxxx establish a
breach by XXXXXXXX of any of the provisions of this Agreement,
Xxxxxxx and/or Xxxxxx, in addition to all other rights and
remedies that Xxxxxxx and/or Xxxxxx may otherwise have, shall be
entitled to preliminary and permanent injunctions restraining
XXXXXXXX from doing or continuing such breach in violation of this
Agreement without showing or proving any actual damage sustained
by Xxxxxxx and/or Xxxxxx, it being acknowledged and agreed by the
parties that the terms contained in this Agreement, are critical
elements of the Merger Agreement.
(b) Damages. In the event Xxxxxx and/or Xxxxxxx establishes a
breach by XXXXXXXX of any of the provisions of this Agreement, in
addition to all other rights and remedies they may otherwise have,
Xxxxxx and/or Xxxxxxx shall nevertheless be entitled to recover
actual damages sustained as a result of each breach, including,
but not limited to, attorney's fees, for the period between the
commencement of the breach by XXXXXXXX and the earlier of (i) the
entry of a final order granting permanent injunction and (ii) the
termination of this Agreement pursuant to Paragraph 3.
5. General Provisions.
a. Waiver, Modification or Amendment. No waiver, modification or
amendment of any term, condition or provision of this Agreement
shall be valid or of any effect unless made in writing, signed by
the parties to be bound or their duly authorized representatives
and specifying with particularity the nature and extent of such
waiver, modification or amendment. Any waiver by any party of any
default of the other shall not affect, or impair any right arising
from, any subsequent default. Nothing herein shall limit the
rights and remedies of the parties hereto under and pursuant to
this Agreement, except as herein before set forth.
b. Benefit. Except as herein otherwise provided, this Agreement
shall inure to the benefit and shall be binding upon the parties
and their personal representatives, heirs, successors and assigns;
provided, however, that none of the parties shall assign any right
or obligation hereunder in whole or in part without the prior
written consent of each of the other parties hereto and any
attempt to do so shall be void.
c. Section Headings. Section headings as to the content of
particular sections are for convenience only and are in no way to
be construed as part of this Agreement or as a limitation of the
scope of the particular sections to which they refer.
d. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one in the same
agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other
parties.
e. Interpretation and Severance. The provisions of this Agreement
shall be applied and interpreted in a manner consistent with each
other so as to carry out the purposes and intent of the parties
hereto, but if for any reason any provision hereof is determined
to be unenforceable or invalid, such provision or such part
thereof as may be unenforceable or invalid shall be deemed severed
from this Agreement and the remaining provisions shall be carried
out with the same force and effect as if the severed provision or
part thereof had not been a part of this Agreement.
f. Minnesota Law to Govern. This Agreement shall be construed and
enforced in accordance with the laws of the State of Minnesota.
g. Entire Agreement. With the exception of the certain other
written agreements specifically referenced herein, this Agreement
contains the entire understanding of the parties hereto in respect
of the transactions contemplated hereby and supersedes all prior
agreements and understandings between the parties with respect to
such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
