EXHIBIT 4
AGREEMENT TO PREVENT RESALE
AND
IRREVOCABLE PROXY COUPLED WITH AN INTEREST
This Agreement to Prevent Resale and Irrevocable Proxy Coupled with an
Interest, dated as of February 28, 2001 (this "Agreement and Irrevocable
Proxy"), is made and entered into by and among The Martial Arts Network, Inc., a
Florida Corporation, Xxxx Xxxxxxxxxxx, an individual resident in the State of
Florida, Xxx X. Xxxxxxxxxx, an individual resident in the State of Florida
(each, a "Grantor" and collectively referred to hereinafter as the "Grantors"),
on the one hand, and Xxxxxx X. Xxxxxx, an individual resident in the State of
Virginia ("Grantee"), on the other hand.
In consideration of the premises and the mutual covenants and
agreements set forth herein, twenty (20) dollars, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. AGREEMENT TO PREVENT RESALE. Grantors hereby understand and
acknowledge that the Shares hereunder are Restricted Securities as defined in
Rule 144 under the Securities Act of 1933, as amended, ("Rule 144") which
permits limited resale of shares subject to the satisfaction of certain
conditions as set forth thereunder. Grantors hereby agree not to engage in
resale of the Shares hereunder unless such resale is effected pursuant to the
provisions of Rule 144 and in ordinary broker-dealer transactions, as that term
is defined for purposes of Rule 144.
2. IRREVOCABLE PROXY COUPLED WITH INTEREST.
(a) Grantors hereby irrevocably appoint Grantee, in perpetuity, as the
Grantors' true and lawful proxy and attorney-in-fact, with full power of
substitution, to vote all of the shares of the Grantees' common stock, par value
$.0001 per share (the "Shares"), which Grantors are entitled to vote, for and in
the name, place and stead of the Grantors, at any annual, special or other
meeting of the stockholders of XXXXxxxxxx.xxx, Inc., a Florida corporation
("XXXXxxxxxx.xxx" or the "Company"), and at any adjournments thereof or pursuant
to any consent in lieu of a meeting or otherwise.
(b) Grantors agree that this Proxy is coupled with an interest
sufficient in law to support an irrevocable power and shall not be terminated by
any act of the Grantors, by lack of appropriate power or authority or by the
occurrence of any other event or events.
3. This Agreement and Irrevocable Proxy shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the provision thereof relating to conflicts of law.
4. Grantors will cause the certificates representing the Shares to be
resubmitted to the Company promptly following execution of this agreement for
reissuance with a legend prominently disclosing the existence of this instrument
on the face of each such certificate, upon request, execute and deliver any
additional documents and take such actions as may reasonably be deemed by the
Grantee to be necessary or desirable to complete the Agreement and Irrevocable
Proxy entered herein or to carry out the provisions hereof.
5. If any term, provision, covenant, or restriction of this Agreement
and Irrevocable Proxy is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Proxy shall remain in full force and effect
and shall not in any way be affected, impaired or invalidated.
6. This Agreement and Irrevocable Proxy may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
AGREEMENT TO PREVENT RESALE
AND
IRREVOCABLE PROXY COUPLED WITH AN INTEREST
IN WITNESS WHEREOF, Grantors and the Grantee have caused this Agreement
and Irrevocable Proxy to be duly executed as of the date first above written.
GRANTORS:
By: ___________________________________
[Name]
[Title]
By: ___________________________________
[Name]
[Title]
By: ___________________________________
[Name]
[Title]
GRANTEE:
By: ___________________________________
[Name]
[Title]
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