EXHIBIT 4.1
SHAREHOLDERS VOTING AGREEMENT
This Shareholders Voting Agreement ("Agreement") is entered into effective
this 31st day of October, 2003 by and between Xxxxx Xxxxxxx Acquisition Corp.,
an Idaho corporation (whose name will be changed to Pediatric Prosthetics, Inc.,
referred to herein as "GRDG") and those individuals or entities identified on
the signature page and Exhibit A hereof as the "Xxxxxxxxx Shareholders" and the
"PPI Shareholders" of GRDG (each a "Shareholder" and collectively the
"Shareholders"). Each of GRDG and the Shareholders shall be referred to as a
"Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Shareholders are or will be the holders of record of an
aggregate of 8,661,390 shares (the "Common Shares") of common stock of GRDG,
representing more than 68% of the outstanding common stock of GRDG, and
1,000,000 shares of Series A Convertible Preferred Stock of GRDG (the "Preferred
Shares" and, together with the Common Shares, the "Shares"), representing 100%
of the issued and outstanding shares of preferred stock of GRDG. The Common
Shares and Preferred Shares collectively represent more than 87% of the voting
control of GRDG.
WHEREAS, the Parties desire to limit the ability of the Company to issue
additional stock and/or warrants and/or to effectuate stock splits that might
dilute the interests of the Shareholders.
NOW, THEREFORE, for good and adequate consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Applicable Period. The terms of this Agreement shall apply for a period
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of eighteen (18) months following the date hereof (the "Restrictive Period").
2. Stock Issuances. If, during the Restrictive Period, the total shares of
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common stock of GRDG issued and outstanding (including any stock which may be
acquired upon the issuance of options, warrants, or upon the conversion of any
debt or other security (the "Conversion Shares")) shall exceed 25,000,000
shares, then GRDG shall cause to be issued to each of the Xxxxxxxxx
Shareholders, and those shareholders identified on Exhibit B attached hereto
(the "Xxxxxxxxx Beneficial Shareholders" and, together with the Xxxxxxxxx
Shareholders, the "Protected Shareholders") within five (5) business days and
without consideration and without request by the Protected Shareholders, that
number of shares of GRDG so that the each of the Protected Shareholders shall
own, after giving effect to the stock to be issued hereunder, that number of
GRDG shares necessary for his or her percentage ownership to be the same as his
percentage ownership if there were exactly 25,000,000 shares of GRDG common
stock (including Conversion Shares) outstanding. These anti-dilution rights
shall not apply to shares not owned by any of the respective Protected
Shareholders on the date of any triggering issuance.
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3. Stock Splits. During the Restrictive Period, each of the Parties hereby
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agrees during the term of this Agreement that it will not vote in favor of,
consent to, or authorize, any reverse stock split, without the express written
consent of the entire GRDG Board of Directors and the express written consent of
all of the Parties.
4. Obligations of Transferees. Each transferee or any subsequent transferee
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of the Shares, or any interest in the Shares, shall hold such Shares or interest
in the Shares subject to all of the provisions of this Agreement. Each of the
Parties agrees that, prior to the transfer of any of the Shares or any interest
in the Shares, it will obtain the express written consent of the transferee to
the terms of this Agreement.
5. General Terms.
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a. Assignment. This contract shall inure to the benefit of the parties
hereto, their heirs, administrators and successors in interest. This
Agreement shall not be assignable by either party hereto without the prior
written consent of the other.
b. Choice of Law and Venue. This Agreement and the rights of the
parties hereunder shall be governed by and construed in accordance with the
laws of the State of Florida including all matters of construction,
validity, performance, and enforcement and without giving effect to the
principles of conflict of laws. Any action brought by any party hereto
shall be brought within the State of Florida, County of Seminole.
c. Entire Agreement. Except as provided herein, this Agreement,
including exhibits, contains the entire agreement of the parties, and
supersedes all existing negotiations, representations, or agreements and
all other oral, written, or other communications between them concerning
the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between and
among the parties hereto relating to the subject matter of this Agreement
that are not fully expressed herein.
d. Severability. If any provision of this Agreement is unenforceable,
invalid, or violates applicable law, such provision, or unenforceable
portion of such provision, shall be deemed stricken and shall not affect
the enforceability of any other provisions of this Agreement.
e. Captions. The captions in this Agreement are inserted only as a
matter of convenience and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Agreement or the relationship
of the parties, and shall not affect this Agreement or the construction of
any provisions herein.
f. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.
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g. Modification. No change, modification, addition, or amendment to
this Agreement shall be valid unless in writing and signed by all parties
hereto.
h. Attorneys Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration,
the prevailing party shall be reimbursed by the non-prevailing party for
all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date hereof.
"GRDG" "Xxxxxxxxx Shareholders"
Xxxxx Xxxxxxx Acquisition Corporation, The BNK Corporation
an Idaho corporation
/s/ Xxxxx Xxxxxxx-Xxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------------ ------------------------------
By: Xxxxx Xxxxxxx-Xxxx By: Xxxxxxx Xxxxxxxxx
Its: President Its: Director
"PPI Shareholders"
/s/ Xxxx Xxxxxx Xxxxxxxxx
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/s/ Xxxxx Xxxxxxx-Xxxx By: Xxxx Xxxxxx Xxxxxxxxx
--------------------------------- Its: Director
Xxxxx Xxxxxxx-Xxxx
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
Xxxx 3 of 5
EXHIBIT A
XXXXXXXXX SHAREHOLDERS AND
PPI SHAREHOLDERS
GRDG GRDG
Name Common Shares Preferred Shares
---- ------------- ----------------
Xxxxx Xxxxxxx-Xxxx 7,210,251 900,000
Xxx Xxxxxx 801,139 100,000
The BNK Corp 650,000 -0-
Total 8,661,390 1,000,000
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EXHIBIT B
XXXXXXXXX BENEFICIAL SHAREHOLDERS
Name Total Shares
---- ------------
The Lebrecht Group, APLC 400,000
VUI Inc. 350,000
Xxxxxx or Xxxxxx Xxxxxx 100,000
Corporate Service Providers 450,000
C. Xxxxx Xxxxxxxx 175,000
Xxxxxx X. or Xxxxxx X. Xxxxx 325,000
Xxxx Xxx Xxxxxxxx 375,000
The BNK Corp 650,000
Xxxx Xxxxxx or Xxxxxx Xxx Xxxxxxxx 50,000
Xxxx Xxxxxx 1,083,940
Xxxxxx Xxxxxx 70,000
Total Shares 4,028,940
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