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EXHIBIT 10.5
IRREVOCABLE PROXY AND VOTING AGREEMENT
COVERING COMMON STOCK OF VISTA TECHNOLOGIES INC.
This IRREVOCABLE PROXY and VOTING AGREEMENT (this "Proxy") is executed
as of April 23, 1996, by VISTA LASER CENTERS OF THE PACIFIC, INC., a Nevada
corporation (the "VLC Stockholder"), in favor of THE DULY ELECTED AND ACTING
BOARD OF DIRECTORS OF VISTA TECHNOLOGIES INC., a Nevada corporation
("PROXYHOLDER"), with reference to all shares of voting capital stock in VISTA
TECHNOLOGIES, INC., a Nevada corporation (the "Corporation"), owned of record
and beneficially by the VLC Stockholder (all of such shares of voting stock
being herein called the "Voting Shares"). Any other voting capital stock of the
Corporation hereafter received by the VLC Stockholder as a result of the
acquisition or conversion or reclassification of such Voting Shares into another
class of stock or as a result of stock dividends or other distributions with
respect to the Voting Shares shall be subject to this Proxy and included within
the definition of Voting Shares for the purposes hereof.
WHEREAS, the parties hereto believe it to be essential to their
respective interests and to the interests of the Corporation to assure
continuity of the policies and management of the Corporation by having the
Voting Shares of the Corporation subject to this Proxy and voted and dealt with
as herein provided for the period of time specified herein;
NOW, THEREFORE, and in consideration of the premises and of the
covenants and agreements herein contained, it is mutually agreed as follows:
SECTION 1. GRANT OF PROXY. The undersigned VLC Stockholder, acting in
consideration of the investment of the Corporation in the VLC Stockholder,
HEREBY APPOINTS the PROXYHOLDER as the true and lawful attorney-in-fact, agent
and proxy of the undersigned VLC Stockholder, with full power of substitution,
to vote all shares of the Corporation's common stock and any other Voting Shares
which the undersigned VLC Stockholder may be entitled to vote at any meeting of
stockholders of the Corporation, or otherwise, and at any adjournment thereof,
with all powers which the undersigned VLC Stockholder would possess if
personally present, including the right to vote, give consents and execute
waivers in respect to all matters, whether or not in the ordinary course of
business of the Corporation. The proxy granted by this Section 1 shall be
personal to the PROXYHOLDER and may not be assigned or transferred by the
PROXYHOLDER to any other party.
SECTION 2. IRREVOCABLE NATURE AND TERM OF THIS PROXY. This proxy,
having been granted in consideration of the investment of the Corporation in
shares of the Series B preferred stock of the VLC Stockholder, shall be deemed a
proxy coupled with an interest and shall be irrevocable until five years after
the date of this Agreement.
SECTION 3. OWNERSHIP OF, AND RESTRICTIONS UPON, PROXY SHARES. The
undersigned VLC Stockholder hereby represents and warrants that (a) the
undersigned VLC Stockholder owns of record and beneficially 500,000 shares of
the Corporation's common stock; and (b) the undersigned VLC Stockholder has not
granted, and for the term hereof will not grant, any proxy or other voting
interest with respect to such shares to any other party. Nothing herein shall be
construed to prohibit the sale, assignment or other disposition of all, or any
portion from time to time, of the Voting Shares by the VLC Stockholder to an
unaffiliated third party in a bona fide sale transaction free and clear of the
provisions of this Proxy.
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SECTION 5. LEGEND. The undersigned VLC Stockholder agrees to cause the
certificates evidencing the Voting Shares to be promptly imprinted with a legend
referring to the proxy and voting agreement imposed by this Proxy agreement and
to furnish evidence thereof to the PROXYHOLDER and the Corporation.
SECTION 6. FILING OF PROXY. The undersigned VLC Stockholder authorizes
and directs the PROXYHOLDER to file this Proxy with the Secretary of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"VLC STOCKHOLDER" VISTA LASER CENTERS OF THE PACIFIC, INC.
By:_____________________________________
J. Xxxxxx Xxxxxxx, Chairman
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THE UNDERSIGNED CORPORATION HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF
THE ABOVE IRREVOCABLE PROXY AND VOTING AGREEMENT
"CORPORATION" VISTA TECHNOLOGIES INC.
By:_____________________________________
Xxxxxx X. Xxxxxxx, President
LEGEND TO BE IMPRINTED ON THE VOTING SHARE CERTIFICATES AND ANY REISSUANCE(S) OR
CONVERSION THEREOF INTO COMMON STOCK AND STOCK DIVIDENDS OR OTHER VISING
SECURITIES DISTRIBUTED WITH RESPECT THERETO:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
IRREVOCABLE PROXY AND VOTING AGREEMENT EXECUTED BY THE REGISTERED
HOLDER OF THIS CERTIFICATE IN FAVOR OF THE BOARD OF DIRECTORS OF THE
CORPORATION. A COPY MAY BE OBTAINED FROM THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.
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