VOTING AGREEMENT
This
agreement is entered into this 21st day of
January 2009 by and between Xxxx X. Xxxxx (hereinafter referred to as “Xx.
Xxxxx”) and Xxxxxx de Anquin (hereinafter referred to as “Mr. de
Anquin”). Each party to this Agreement is referred to herein as a
“Party,” and they are all referred to collectively as “Parties.”
Recitals
WHEREAS,
Premier Power Renewable Energy, Inc. (hereinafter referred to as “Premier Power
California”) was incorporated in the State of California on April 15,
2003;
WHEREAS,
from the date of Premier Power California’s formation until December 31, 2005,
Xx. Xxxxx owned 70% of the shares of common stock of Premier Power
California;
WHEREAS,
from January 1, 2006 until December 5, 2006, Xx. Xxxxx owned 55% of the shares
of common stock of Premier Power California;
WHEREAS,
from December 6, 2006 until July 10, 2008, Xx. Xxxxx owned 85% of the shares of
common stock of Premier Power California;
WHEREAS,
from July 11, 2008 until August 31, 2008, Xx. Xxxxx owned 67% of the shares of
common stock of Premier Power California;
WHEREAS,
from September 1, 2008 until September 3, 2008, Xx. Xxxxx owned 54.1% of the
shares of common stock of Premier Power California;
WHEREAS,
from September 4, 2008 until September 7, 2008, Xx. Xxxxx owned 50.1% of the
shares of common stock of Premier Power California;
WHEREAS,
from January 1, 2006 until July 10, 2008, Mr. de Anquin owned 15% of the shares
of common stock of Premier Power California;
WHEREAS,
from July 11, 2008 to August 31, 2008, Mr. de Anquin owned 33% of the shares of
common stock of Premier Power California;
WHEREAS,
from September 1, 2008 to September 3, 2008, Mr. de Anquin owned 30.7% of the
shares of common stock of Premier Power California;
WHEREAS,
from September 4, 2008 to September 7, 2008, Mr. de Anquin owned 28.4% of the
shares of common stock of Premier Power California; and
WHEREAS,
the Parties had an oral understanding and agreement as to the voting of each of
their equity interests in Premier Power California while each was an owner of
such equity interests and wish to document such prior understanding and
agreement.
Agreement
NOW
THEREFORE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS:
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1.
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From
January 1, 2006 to September 8, 2008, Xx. Xxxxx and Mr. de Anquin had a
verbal agreement to vote their equity interests in Premier Power
California, on any given issue for which a stockholder’s vote was
required, including but not limited to the election of officers and
directors, in concert (the “Verbal Agreement”). As part of the
agreement, if Xx. Xxxxx and Mr. de Anquin could not agree on how to vote
their collective equity interests, then Xx. Xxxxx was allowed to vote both
his and Mr. de Anquin’s equity interests, and, in connection with such,
Mr. de Anquin had knowingly and voluntarily waived any claim he may have
had to object to the means and or manner that Xx. Xxxxx voted their
collective equity interests.
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2.
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The
Parties hereby agree to acknowledge the existence of the Verbal Agreement
and to memorialize the Verbal Agreement between the Parties by the
execution of this Agreement.
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3.
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The
Parties hereby further agree to execute any and all documents necessary to
effectuate the intent and terms of this
Agreement.
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4.
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This
Agreement shall be the full and final agreement between the Parties and
shall constitute the full and final agreement between the Parties with
respect to the subject matter of this
Agreement.
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5.
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If
any provision of this Agreement shall be found to be invalid or
unenforceable in any respect, this Agreement shall be interpreted and
enforceable as if such provision were severed or limited, but only to the
extent necessary to render such provision and this Agreement
enforceable.
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6.
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Any
and all modifications to this Agreement must be undertaken in writing and
signed by all Parties.
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[Remainder
of this page left blank intentionally. Signature page
follows.]
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IN
WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the date first set forth above.
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/s/ Xxxxxx de Anquin
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XXXX
X. XXXXX
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XXXXXX
de ANQUIN
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