VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into as of
this 22nd day of July, 1996 by and among Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx
(individually a "Shareholder" and collectively the "Shareholders").
R E C I T A L S
WHEREAS, the Shareholders collectively have a controlling
interest in CEEE Group Corporation Common Stock and desire to agree on certain
matters relating to the voting of shares of common stock, par value $.001 per
share ("Common Stock"), of CEEE Group Corporation ("CEEE").
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual covenants set forth below, the parties hereto agree as follows:
1. VOTING. Each Shareholder agrees, that in the event of his
death or the occurrence of a physical or mental condition which renders him
unable to evaluate and comprehend the proposals to be voted on (hereinafter
referred to as "Incapacity"), the other Shareholder shall have the right to vote
all of the shares of Common Stock held by him or for his benefit at the time of
death or Incapacity.
The existence of the Incapacity shall be determined
by a reputable, licensed physician who specializes in the physical or mental
Incapacity in dispute. The physician shall be mutually selected by the
Shareholders, whose determination shall be final and binding on the
Shareholders, PROVIDED, HOWEVER, that if the Shareholders cannot agree upon such
physician, such physician shall be designated by the then acting President of
the New York County Medical Society, and if for any reason such President
shall fail or refuse to designate such physician, such physician shall, at the
request of either party, be designated by the American Arbitration Association.
The Shareholder shall cooperate in all reasonable respects to enable an
examination to be made by such physician. All costs associated with the
determination by the physician in respect of the Shareholder's Incapacity shall
be borne equally by the Shareholders. In the event that the physician
determine's the presence of an Incapacity, the right to vote the Shareholder's
shares shall cease if and when the physician (or another physician selected in
accordance with this section, in the event the original physician is not
available) determines that the condition(s) causing the Incapacity is/are no
longer present.
2. TERMINATION. This Agreement shall terminate on the earlier
to occur of (i) July 22, 2001 and (ii) the written agreement of the
Shareholders.
3. ENTIRE AGREEMENT; MODIFICATIONS AND AMENDMENTS; ADDITION OF
HOLDERS AND INVESTORS. This writing constitutes the entire agreement of the
parties with respect to the subject matter hereof and may not be modified,
amended or terminated (other than in accordance with its terms) except by a
written agreement specifically referring to this Agreement signed by the
Shareholders.
4. WAIVERS. No waiver of any breach or default hereunder shall
be considered valid unless in writing and signed by the party giving such
waiver, and no such waiver shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of each party hereto, its successors and assigns.
Otherwise, this Agreement shall not create any rights for the benefit of any
third party.
6. LEGENDS. Each stock certificate issued after the date
hereof evidencing shares of the Company's Common Stock subject to the provisions
of this Agreement (including any shares issued upon a transfer, stock split,
stock dividend, recapitalization, merger or other similar event) shall at all
times during the term of this Agreement bear the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A VOTING AGREEMENT DATED AS OF JULY 22, 1996.
BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
THE INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME
BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE
OF THE COMPANY.
7. TITLES AND SUBTITLES. The section headings contained herein
are for convenience only and are not intended to define or limit the contents of
said sections.
8. COOPERATION. Each party hereto shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested by any other party in order to carry out the provisions and purposes
of this Agreement.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
10. GOVERNING LAW. This Agreement and all amendments hereof
shall be governed by and construed in accordance with the laws of the State of
New York, disregarding any New York principles of conflicts of laws that would
otherwise provide for the application of the substantive laws of another
jurisdiction.
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11. EQUITABLE RELIEF. Without limiting the rights of each
party hereto to pursue all other legal and equitable rights available to such
party for any other party's failure to perform its obligations under this
Agreement, each such party acknowledges and agrees that the remedy at law for
any failure to perform obligations hereunder would be inadequate and all such
parties shall be entitled to specific performance, injunctive relief or other
equitable remedies in the event of any such failure.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
/S/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/S/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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