VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into this 14th day
of December, 2005, by and among, RVISION, INC., a Nevada corporation formerly
known as Eagle Lake Incorporated (the "Company"), XXXXXXX X. XXXXXXXX
("Xxxxxxxx") and XXXXX X. XXXXX ("Xxxxx"), both of whom are stockholders of the
Company. Xxxxxxxx and Xxxxx are sometimes collectively referred to herein as the
"Stockholders."
PREMISES
Pursuant to that certain Consolidation Agreement by and among Eagle
Lake Incorporated, a Nevada corporation, and the equity owners of RVision, LLC,
a California limited liability company, and Custom Federal, Inc., a California
corporation and Xxxxxx X. Xxxxx, an individual and officer and director of Eagle
Lake Incorporated (the "Consolidation Agreement"), the Stockholders have
received and may receive additional shares of voting common stock of the
Company. The Stockholders would not have entered into the Consolidation
Agreement with the Company and consummated the transactions contemplated by the
Consolidation Agreement in the absence of this Agreement, which is being entered
into as a condition to the consummation of the transactions contemplated by the
Consolidation Agreement.
AGREEMENT
NOW, THEREFORE, upon the foregoing premises, which are incorporated
herein by reference, and in consideration of the mutual covenants herein
contained and other valuable consideration, the parties, intending to be legally
bound, hereby agree as follows.
1. Agreement to Vote. Each Stockholder hereby agrees on behalf of such
Stockholder and any transferee or assignee of any such shares, to vote its
respective shares of common stock of the Company and any other shares of voting
securities of the Company now owned or hereafter acquired or controlled by such
Stockholder as a result of the consummation of the transactions contemplated by
the Consolidation Agreement, including any shares subsequently issuable
thereunder, the exercise of options or other rights by such Stockholder, or any
other transaction or occurrence (collectively, "Voting Stock"), at any regular
or special meeting of the stockholders, or pursuant to any action by written
consent of the stockholders, in accordance with the provisions of this
Agreement.
2. Board Size. The Stockholders shall vote at any regular or special
meeting of the stockholders, or pursuant to any action by written consent of the
stockholders, their respective shares of Voting Stock to ensure that the size of
the board of directors (the "Board") of the Company shall consist of at least
three directors.
3. Election of Directors. In any election of directors of the Company,
the Stockholders shall each vote at any regular or special meeting of the
stockholders, or pursuant to any action by written consent of the stockholders,
their respective shares of Voting Stock to elect and maintain the election of
Xxxxxxxx and Xxxxx to the Board of the Company.
4. Amendment to Bylaws. The Stockholders shall vote at any regular or
special meeting of the stockholders, or pursuant to any action by written
consent of the stockholders, their respective shares of Voting Stock, and
otherwise use all commercially reasonable efforts as stockholders of the
Company, to prevent any amendment of the bylaws inconsistent with this
Agreement.
5. Termination. This Agreement and the respective rights and
obligations of the Stockholders hereto shall terminate on the date (the
"Termination Date") that is the earlier of:
(a) the Company's receipt, after the Closing Date, from the
sale of securities for cash of at least $12,000,000 in Net New Capital
as defined in the Consolidation Agreement;
(b) the fifth anniversary of the date of this Agreement as
first set forth above; or
(c) if the Company's common stock is quoted for trading on the
Nasdaq National Market System ("Nasdaq") or a securities exchange
registered under the Exchange Act ("Exchange"), and if and only if the
rules and regulations of the Nasdaq or such Exchange specifically
prohibit such voting agreement, which prohibition cannot be cured by
the appointment of additional independent directors, then this
Agreement will be terminated.
6. Legend on Share Certificates. Each certificate representing any
Voting Stock held by the Stockholders shall be endorsed by the Company with a
legend reading substantially as follows:
THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT
(A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM
THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES,
THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE
TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID
VOTING AGREEMENT.
7. Covenants of the Company. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all of the provisions of this Agreement and in the
taking of all such actions as may be necessary, appropriate, or reasonably
requested by the Stockholders hereunder, in order to protect the rights of the
Stockholders hereunder against impairment.
8. Grant of Proxy. Upon the failure of any Stockholder to vote its
shares of Voting Stock in accordance with the terms of this Agreement, such
Stockholder hereby grants to the other Stockholder a proxy coupled with an
interest in all Voting Stock owned by such Stockholder, which proxy shall be
irrevocable until this Agreement terminates pursuant to its terms or this
Section 8 is amended to remove such grant of proxy in accordance with Section 10
hereof, to vote all such shares of Voting Stock in the manner provided in
Sections 1, 2, 3, and 4 hereof.
9. Specific Enforcement. It is agreed and understood that monetary
damages would not adequately compensate an injured Stockholder for the breach of
this Agreement by any other party to this Agreement, that this Agreement shall
be specifically enforceable, and that any breach or threatened breach of this
Agreement shall be the proper subject of a temporary or permanent injunction or
restraining order. Further, each party hereto waives any claim or defense that
there is an adequate remedy at law for such breach or threatened breach.
10. Manner of Voting. The voting of the shares of Voting Stock pursuant
to this Agreement may be effected in person, by proxy, by written consent, or in
any other manner permitted by applicable law.
11. Stock Splits, Stock Dividends, etc. In the event of any issuance of
shares of the Company's voting securities hereafter to any of the Stockholders
hereto (including, without limitation, in connection with any stock split, stock
dividend, recapitalization, reorganization, or the like), such shares shall
become subject to this Agreement and shall be endorsed with the legend set forth
in Section 6.
12. General
(a) This Agreement shall be construed and enforced in
accordance with the laws of the state of California without regard to
conflicts of law principles thereof.
(b) The Stockholders and the Company shall execute such
documents and take such further actions, including voting their Voting
Stock and causing their respective director designees to vote as
members of the Board or committees thereof, as may be reasonably
required or desirable to carry out the provisions hereof and the
transactions contemplated hereby, including taking actions as
stockholders of the Company to cause the Company to comply with the
obligations imposed on the Company under this Agreement.
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(c) In addition to any restriction on transfer that may be
imposed by any other agreement by which the Company and the
Stockholders hereto may be bound, this Agreement shall be binding upon
the Company, the Stockholders, their respective heirs, successors,
transferees, and assigns and to such additional individuals or entities
that may become stockholders of the Company and that desire to become
parties hereto; provided that for any such transfer to be deemed
effective, the transferee shall have executed and delivered an Adoption
Agreement substantially in the form attached hereto as Exhibit A. Upon
the execution and delivery of an Adoption Agreement by a transferee
reasonably acceptable to the Company, such transferee shall be deemed
to be a party hereto as if such transferee's signature appeared on the
signature pages hereto. By its execution hereof or any Adoption
Agreement, each of the parties hereto appoints the Company as its
attorney-in-fact for the purpose of executing any Adoption Agreement
that may be required to be delivered hereunder.
(d) This Agreement contains the entire agreement among the
parties hereto regarding the subject matter hereof, and there are no
agreements, representations, or warranties with respect to such subject
matter that are not set forth herein. All prior negotiations,
agreements, and understandings are superseded hereby.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be binding as of the date hereof.
Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for
more than one such counterpart.
(f) If any one or more of the provisions contained in this
Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement
and such invalid, illegal, and unenforceable provision shall be
reformed and construed to be valid, legal, and enforceable to the
maximum extent permitted by law.
IN WITNESS WHEREOF, the Company and the Stockholders have executed this
Agreement as of the day and year first above written.
RVISION, INC.
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
By: XXXXXXX X. XXXXXXXX
Its: Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxx
-------------------------------
XXXXX X. XXXXX
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EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement ("Adoption Agreement") is executed by the
undersigned (the "Transferee") pursuant to the terms of that certain Voting
Agreement dated as of _____________, 2005 (the "Agreement"), by and among
RVISION, INC., a Nevada corporation formerly known as Eagle Lake Incorporated
(the "Company"), XXXXXXX X. XXXXXXXX ("Xxxxxxxx") and XXXXX X. XXXXX ("Xxxxx"),
both of whom are stockholders of the Company. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the
Agreement. By the execution of this Adoption Agreement, the Transferee agrees as
follows:
(a) Acknowledgment. Transferee acknowledges that Transferee is
acquiring certain shares of the capital stock of the Company (the
"Stock"), subject to the terms and conditions of the Agreement.
(b) Agreement. Transferee (i) agrees that the Stock acquired
by Transferee shall be bound by and subject to the terms of the
Agreement, and (ii) hereby adopts the Agreement with the same force and
effect as if Transferee were originally a Party thereto.
(c) Notice. Any notice required or permitted by the Agreement
shall be given to Transferee at the address listed beside Transferee's
signature below.
EXECUTED AND DATED this ___ day of ____________, __________.
TRANSFEREE:
________________________________
Signature of Transferee
________________________________
Transferee name:
________________________________
Address:
________________________________
City, State and Zip
Fax: ___________________________
Accepted and Agreed:
COMPANY
By: ____________________________
Title: _________________________
