SHAREHOLDERS AGREEMENT
THIS
SHAREHOLDERS
AGREEMENT (this “Agreement”) is by and among
Acquired
Sales Corp.,
a Nevada corporation (Acquired Sales Corp. or any successor-in-interest thereto,
hereafter referred to as the “Corporation”),
Xxxxx
Xxxxxx and
L. Xxx Xxxx, and
Xxxxxx
X. Xxxxxx
(“Xxxxxx”) and the Xxxxxxx Xxxxxx Family Trust u/a/d 11-11-99
(the “Trust”), and
The
undersigned shareholders of
the Corporation (individually a “Grantor” and collectively the
“Grantors”),
WITNESSETH:
Whereas,
the
Corporation, L. Xxx Xxxx, Xxxxx Xxxxxx, Xxxxxx and the Trust have entered into
an Agreement, a copy of which has been supplied by L. Xxx Xxxx to each of the
Grantors, the receipt of which is hereby acknowledged by each of the Grantors
(the “Initial Agreement”);
Whereas, the
Corporation has sold to the Trust, and the Trust has purchased from the
Corporation, 1,166,497 newly issued shares of fully paid, non-assessable common
stock of the Corporation (the “Trust Shares”) directly from the
Corporation in exchange for $5,000 owed to the Trust plus $95,000 in cash,
or a
total of $100,000 (the “Trust Purchase”); and
Whereas, immediately
prior to the Trust Purchase the fully diluted capital stock of the Corporation
consisted of 4,665,985 shares of common stock issued and outstanding (the
“Corporation Shares Before the Trust”), and the Trust
Shares now evidence the ownership by the Trust of 20% of all of the issued
and
outstanding capital stock of the Corporation on a fully diluted basis;
and
Whereas,
as an inducement to the Trust to make the Trust Purchase and as an
inducement to Xxxxxx to sign an employment agreement to serve as the Chief
Executive Officer of the Corporation, Hall agreed, among other things, to cause
the owners of a majority of the Corporation Shares Before the Trust to sign
shareholder agreements or irrevocable proxies, in form and substance acceptable
to Xxxxxx, for the voting of said majority of the Corporation Shares Before
the
Trust as follows: (1) FOR the election of future slates of Boards of Directors
of the Corporation nominated by Xxxxxx and FOR the re-election of Xxxxxx as
the
Chairman, President and Chief Executive Officer of the Corporation; (2) FOR
the
authorization, approval and ratification of Xxxxxx seeking and obtaining
shareholder agreements or irrevocable proxies with like effect from persons
and
entities who desire to have their companies, businesses or assets acquired
by
the Corporation or who desire to invest capital into the Corporation; (3) FOR
a
change in the place of incorporation of the Corporation from Nevada to Bermuda,
the Cayman Islands, or another offshore jurisdiction selected by Xxxxxx; and
(4)
FOR the approval of the first acquisition undertaken by the Corporation while
Xxxxxx is the Chief Executive Officer of the Corporation (the “First
Acquisition”) and FOR the issuance of shares of capital stock of the Corporation
in connection therewith, provided however that: (a) if the target of the First
Acquisition is a company that is primarily engaged in providing internet
services, then this subparagraph of the irrevocable proxies shall be effective
and legally binding only if and in the event that immediately after the closing
of the First Acquisition the Corporation Shares Before the Trust
and the Trust Shares will together evidence the ownership of not
less than 8.75% of all of the issued and outstanding capital stock of the
Corporation on a fully diluted basis; and (b) if the target of the First
Acquisition is not a company that is primarily engaged in providing internet
services, then this subparagraph of the Irrevocable Proxies shall be effective
and legally binding upon the Grantor only if and in the event that Xxxxxx shall
have obtained the written approval of the First Acquisition from at least two
of
Xxxxx Xxxxxx, L. Xxx Xxxx and V. Xxxx Xxxxxxxx;
1
NOW,
THEREFORE, in
consideration of the mutual covenants and agreements hereafter set forth, and
for other valuable consideration the receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1.
Irrevocable Proxy from Each of the Grantors. As
an inducement to the Trust to make the Trust Purchase and as an inducement
to
Xxxxxx to sign an employment agreement to serve as the Chief Executive Officer
of the Corporation, each of the undersigned Grantors, being the holder of the
respective number of shares of the voting capital stock of the Corporation
listed beside such Grantor’s name below, hereby agrees in writing, pursuant to
Nevada law, as follows:
KNOW
ALL MEN BY THESE PRESENTS, that such Grantor does hereby constitute and
appoint Xxxxxx as his proxy with full power to vote and act for such Grantor
and
in his name, place and xxxxx, in the same manner, to the same extent, and with
the same effect as if the undersigned were personally present thereat, and
hereby grants to Xxxxxx an irrevocable proxy coupled with an interest, to vote
all of the shares of common stock of the Corporation now or in the future owned
by such Grantor, directly or indirectly, legally or beneficially, at any and
all
annual or special meetings of the shareholders of the Corporation and at any
and
all adjourned meetings thereof, and in any and all written consents of the
shareholders of the Corporation, and in any and all other meetings and voting
situations which may be provided by the Articles of Incorporation or Bylaws
of
the Corporation, or by applicable laws, rules and regulations, or as may be
authorized or directed by any governmental official, commission, court or other
person or entity having jurisdiction over the Corporation, as
follows:
(1)
FOR
the future election and re-election of any and all slates of Boards of Directors
of the Corporation nominated by Xxxxxx; and
(2)
FOR
the future election and re-election of Xxxxxx as the Chairman, President and
Chief Executive Officer of the Corporation; and
(3)
FOR a
change in the place of incorporation of the Corporation from Nevada to Bermuda,
the Cayman Islands, or another offshore jurisdiction selected by
Xxxxxx;
(4)
FOR
the approval of the first acquisition undertaken by the Corporation while Xxxxxx
is the Chief Executive Officer of the Corporation (the “First Acquisition”) and
FOR the issuance of shares of capital stock of the Corporation in connection
therewith, provided however that:
2
(a)
if
the target of the First Acquisition is a company that is primarily engaged
in
providing internet services, then subparagraph (4) of this Irrevocable Proxy
shall be effective and legally binding upon the Grantor only if and in the
event
that immediately after the closing of the First Acquisition the Corporation
Shares Before the Trust and the Trust Shares will together
evidence the ownership of not less than 8.75% of all of the issued and
outstanding capital stock of the Corporation on a fully diluted basis;
and
(b)
if
the target of the First Acquisition is not a company that is primarily engaged
in providing internet services, then subparagraph (4) of this Irrevocable Proxy
shall be effective and legally binding upon the Grantor only if and in the
event
that Xxxxxx shall have obtained the written approval of the First Acquisition
from at least two of Xxxxx Xxxxxx, L. Xxx Xxxx and V. Xxxx Xxxxxxxx
Excluding
the immediately preceding subparagraphs (1), (2), (3) and (4), nothing in this
Agreement or in this limited Irrevocable Proxy shall prohibit the Grantors
from
voting their shares in favor or against any matter brought before the
shareholders of Corporation, including the approval or disapproval of any
acquisition or merger.
THIS
PROXY IS IRREVOCABLE AND SHALL REMAIN IN FULL FORCE AND EFFECT
FOR THE MAXIMUM LENGTH OF TIME PERMITTED BY APPLICABLE NEVADA
LAW. Any proxy or proxies heretofore given by such Grantor to any
person or persons whatsoever are hereby revoked. Such Grantor hereby agrees
and
covenants to execute and deliver to Xxxxxx, at any time and from time to time
after the date hereof, any and all such additional proxies, agreements,
confirmations and other documents as may be deemed necessary or desirable by
the
legal counsel to the Corporation in order to more effectively carry forth and
implement the provisions and purposes of this irrevocable proxy.
2.
Written Consents of
Stockholders. As an inducement to the Trust to
make the Trust Purchase and as an inducement to Xxxxxx to sign an employment
agreement to serve as the Chief Executive Officer of the Corporation, each
of
the undersigned Grantors, being the holder of the respective number of shares
of
the voting capital stock of the Corporation listed beside such Grantor’s name
below, hereby consents in writing, pursuant to Nevada law, to the adoption
of
the following resolutions:
Approval
of Issuance of Shares to the Xxxxxxx Xxxxxx Family Trust u/a/d
11-11-99
Whereas,
Acquired Sales Corp., a Nevada corporation (the “Corporation”) currently
has unpaid debts, lacks substantial assets and an operating business, needs
to
obtain substantial assets and one or more operating businesses in order to
allow
the Corporation to survive and to generate any value for the stockholders of
the
Corporation, and does not have the resources or the expertise to obtain
substantial assets and one or more operating businesses on its own;
and
Whereas,
in light of this situation, the sole officer and director of the Corporation
has
caused the Corporation to sell to the Xxxxxxx Xxxxxx Family Trust u/a/d 11-11-99
(the “Trust”) 1,166,497 newly issued shares of fully paid, non-assessable
common stock of the Corporation (the “Trust Shares”) in exchange for
$5,000 owed to the Trust plus $95,000 in cash, or a total of $100,000 (the
“Trust Purchase”); and
3
Whereas, immediately
prior to the Trust Purchase the fully diluted capital stock of the Corporation
consisted of 4,665,985 shares of common stock issued and outstanding, and the
Trust Shares now evidence the ownership by the Trust of 20% of all of the issued
and outstanding capital stock of the Corporation on a fully diluted
basis;
BE
IT RESOLVED, that the stockholders of the
Corporation hereby authorize, approve and ratify all of the actions of the
sole
officer and director of the Corporation in effectuating the Trust
Purchase.
Approval
of Shareholder Agreements and Irrevocable Proxies
Whereas, Acquired
Sales Corp., a Nevada corporation (the “Corporation”) currently has unpaid
debts, lacks substantial assets and an operating business, needs to obtain
substantial assets and one or more operating businesses in order to allow the
Corporation to survive and to generate any value for the stockholders of the
Corporation, and does not have the resources or the expertise to obtain
substantial assets and one or more operating businesses on its own;
and
Whereas,
in light of this situation, the interests of the Corporation and its
stockholders will be best served by the Corporation turning over control of
the
Corporation to Xxxxxx X. Xxxxxx (“Xxxxxx”) as the Corporation’s Chairman,
President and Chief Executive Officer; and
Whereas,
Xxxxxx is unwilling to serve as the Corporation’s Chairman, President and Chief
Executive Officer, unless he is certain that he will have the voting support
of
those persons and entities whose companies, businesses or assets are acquired
by
the Corporation, and of those persons and entities who invest capital into
the
Corporation;
BE
IT RESOLVED, that the stockholders of the Corporation hereby
authorize, approve and ratify all of the actions of Xxxxxx, as a shareholder
and
as the Chairman, President and Chief Executive Officer of the Corporation,
in
regard to seeking and obtaining shareholder agreements or irrevocable proxies
from any and all persons and entities who desire to have their companies,
businesses or assets acquired by the Corporation, or who have had their
companies, businesses or assets acquired by the Corporation, or who desire
to
invest capital into the Corporation, or who have invested capital into the
Corporation, to vote (1) FOR the future election and re-election of any and
all
slates of Boards of Directors of the Corporation nominated by Xxxxxx; and (2)
FOR the future election and re-election of Xxxxxx as the Chairman, President
and
Chief Executive Officer of the Corporation; and
4
BE
IT FURTHER RESOLVED, that the stockholders of the
Corporation, on their own behalf and on behalf of the Corporation, hereby
expressly WAIVE AND RELEASEJACOBS FROM ANY AND ALL
PROVISIONS OF ANY AND ALL APPLICABLE LAWS, RULES AND REGULATIONS IN REGARD
TO
ANY FIDUCIARY OBLIGATIONS OR CONFLICTS OF INTEREST RULES OR PRINCIPLES
which might otherwise in any way prohibit, restrict or limit Xxxxxx from seeking
and obtaining shareholder agreements or irrevocable proxies from any and all
persons and entities who desire to have their companies, businesses or assets
acquired by the Corporation, or who have had their companies, businesses or
assets acquired by the Corporation, or who desire to invest into the
Corporation, or who have invested capital into the Corporation, to vote (1)
FOR
the future election and re-election of any and all slates of Boards of Directors
of the Corporation nominated by Xxxxxx; and (2) FOR the future election and
re-election of Xxxxxx as the Chairman, President and Chief Executive Officer
of
the Corporation.
3.
Entire
Agreement. This Agreement and the Initial
Agreement embody the entire agreement and understanding between the parties
with
respect to the subject matter hereof and supersede all prior oral or written
agreements and understandings relating to the subject matter
hereof.
4.
Binding
Effect. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, heirs,
personal representatives, legal representatives, and permitted
assigns.
5.
Modifications, Amendments and
Waivers. The terms and provisions of this
Agreement may be modified, amended or waived only by written agreement executed
by all parties hereto.
6.
Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that contractual arrangements
contemplated hereby are fulfilled to the maximum extent possible.
7.
Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be construed
in
accordance with and governed by the laws of the State of Nevada without giving
effect to the conflict of law principles thereof.
8.
Signatures. This Agreement may
be executed in any number of counterparts, either manually or via facsimile
transmission of signatures, each of which shall be deemed an original but all
of
which together shall constitute one and the same agreement. The Corporation
and
L. Xxx Xxxx hereby represent, warrant and covenant that the signatures of each
of the undersigned Grantors is such Grantor’s original and valid signature, and
that the number of shares of the Corporation shown as owned by such Grantor
is
accurate as of the date hereof.
5
9.
Further
Assurances. Each party to this Agreement hereby
agrees and covenants to execute and deliver, at any time and from time to time
after the date hereof, any and all such additional proxies, agreements,
confirmations and other documents as may be deemed necessary or desirable by
the
legal counsel to the Corporation in order to more effectively carry forth and
implement the provisions and purposes of each Section of this
Agreement.
10.
Arbitration. Any controversy,
dispute or claim arising out of or in connection with this Agreement shall
be
settled by final and binding arbitration to be conducted by an arbitration
tribunal in Chicago, Illinois, pursuant to the rules of the American Arbitration
Association. The
arbitration
tribunal shall consist of one arbitrator. If the parties cannot agree on the
arbitrator, the office of the American Arbitration Association in Chicago,
Illinois shall make the necessary appointment. The decision or award of the
arbitrator shall be final, and judgment upon such decision or award may be
entered in any competent court or application may be made to any competent
court
for judicial acceptance of such decision or award and an order of
enforcement. In the event of any procedural matter not covered by the
aforesaid rules, the procedural law of the State of Illinois shall
govern. Notwithstanding the agreement to arbitrate contained in this
Section 10, any party may apply to any court having jurisdiction to enforce
this
Agreement to seek provisional injunctive relief so as to maintain the status
quo
until the arbitration award is rendered or the dispute is otherwise
resolved.
In
Witness Whereof, the parties have
executed this Agreement as of July 25, 2007, intending to be legally bound
hereby:
/s/
L. Xxx Xxxx
By________________________________
L.
Xxx Xxxx, President
/s/
Xxxxx Xxxxxx
________________________________
Xxxxx
Xxxxxx
/s/
L.
Xxx Xxxx
________________________________
L.
Xxx
Xxxx
/s/
Xxxxxx X. Xxxxxx
________________________________
Xxxxxx
X.
Xxxxxx
XXXXXXX
XXXXXX FAMILY TRUST u/a/d 11-11-99
/s/
Xxxx X. Xxxxxxx
By________________________________
Xxxx
X.
Xxxxxxx, Trustee
6
GRANTORS:
The
undersigned shareholders of Acquired Sales Corp., referred to in the foregoing
Agreement as a “Grantor” and collectively as the “Grantors”:
|
Grantor
signature:
|
/s/
Xxxxxxxx Xxxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxxxxx
Xxxxxxxx
|
|
Date
of signature:
|
2-3-07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxxx Xxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxxx
Xxxxxx
|
|
Date
of signature:
|
2-3-2007
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxxxx X. Xxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxxxx
X. Xxxx
|
|
Date
of signature:
|
____________________________
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
600,000
|
|
Grantor
signature:
|
/s/
X. Xxxx Xxxxxx
|
|
Grantor
name spelled out in block letters:
|
X.
Xxxx Xxxxxx
|
|
Date
of signature:
|
2/3/07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
400,000
|
|
Grantor
signature:
|
/s/
Xxxxx Xxxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxx
Xxxxxxxx
|
|
Date
of signature:
|
2/3/2007
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
7
|
Grantor
signature:
|
/s/
Liberty Capital LLC
|
|
Grantor
name spelled out in block letters:
|
Liberty
Capital LLC
|
|
Date
of signature:
|
3/2/2007
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxx Xxxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Alpine
Securities FBO V. Xxxx Xxxxxxxx Xxxx XXX
|
|
Date
of signature:
|
3/2/2007
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxx Xxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxx
Xxxxxx
|
|
Date
of signature:
|
2/6/07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxx Xxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxx
Xxxxxx
|
|
Date
of signature:
|
2/5/07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxx Xxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxx
Xxxxxx
|
|
Date
of signature:
|
January
22, 2007
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
|
Grantor
signature:
|
/s/
Xxxxx Xxxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxx
Xxxxxxxx
|
|
Date
of signature:
|
2-6-07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
200,000
|
8
|
Grantor
signature:
|
/s/
Xxxx Xxxxxxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxx
Xxxxxxxxxxx
|
|
Date
of signature:
|
5/23/07
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
100,000
|
|
Grantor
signature:
|
/s/
Xxxx X. Xxxxxxx
|
|
Grantor
name spelled out in block letters:
|
Xxxxxxx
Xxxxxx Family Trust u/a/d 11-11-99
|
|
Date
of signature:
|
_____________________________
|
|
Number
of shares of Acquired Sales
|
|
|
Corp.
owned by Grantor:
|
1,166,497
|
9
