SHAREHOLDERS' VOTING AGREEMENT
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This SHAREHOLDERS' VOTING AGREEMENT ("Agreement") is between and among the
undersigned shareholders of CONVERGENT COMMUNICATIONS, INC. ("Company") who hold
together with family members, collectively, a total of 7,500,000 shares of the
outstanding common stock of the Company, is effective as of November 8, 1996.
WHEREAS, Messrs. Xxxx X. Xxxxx ("Xxxxx"), Xxxxx X. Xxxxx ("Xxxxx") and
Xxxxxx X. Xxxxx ("Xxxxx") have each acquired direct or beneficial ownership of
shares of the Company common stock; and
WHEREAS, such persons and the Company were parties to the Shareholders'
Agreement dated April 18, 1996 ("Original Agreement"); and
WHEREAS, Messrs. Evans, Burge, Xxxxx and the Company desire to terminate
the Original Agreement in consideration of the undersigned agreeing to be
subject to this Shareholders' Voting Agreement; and
WHEREAS, the undersigned parties each have determined that it is in his,
her or its best interest and in the best interests of the Company to enter into
this Agreement whereby the undersigned persons who are or who become
shareholders of the Company shall agree to vote his, her or its common stock now
owned beneficially or directly or hereafter acquired as set forth in this
Agreement; and, therefore,
FOR CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged by each of the undersigned, each of the undersigned agree as
follows:
1. Voting Company Common Stock in Elections of Directors. Each of the
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undersigned agrees to vote all voting stock of the Company owned
directly or beneficially, or hereafter acquired, in any vote of
shareholders of the Company to elect directors or in any voting by
shareholders for the purpose of determining whether to retain or remove
directors, by voting all of the interest in any shares of voting stock
of the Company owned by any of the undersigned for each nominee to
serve as a director designated by a majority of Messrs. Xxxxx, Xxxxx
and Xxxxx, and further to vote such voting shares of stock of the
Company against any matter relating to removal of one or more directors
or increasing the size of the Board of Directors of the Company, which
proposal is opposed by a majority of Messrs. Xxxxx, Xxxxx and Xxxxx.
2. Procedure to Vote. In any vote of shareholders of the Company to which
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this Shareholders' Voting Agreement applies, Messrs. Xxxxx, Xxxxx and
Xxxxx shall meet at least one day prior to the scheduled vote of
shareholders and shall determine among themselves, by a majority vote
as to how all persons subject to this Shareholders' Voting Agreement
shall vote their shares in such shareholders' vote and shall thereafter
promptly notify the persons who are parties to this Agreement as to how
such shares are to be voted in order to comply with this Agreement.
Thereafter, in any vote of shareholders held to consider a matter which
is subject to this Agreement and for which written instructions
EXHIBIT B PAGE 10 OF 12
have been received as set forth above, each person who is a party to
this Agreement shall vote his, her or its shares of voting stock of the
Company in accordance with such directions.
3. Enforcement. A majority of Messrs. Xxxxx, Xxxxx and Xxxxx shall have
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the authority on behalf of themselves and any other persons who are
parties to this Agreement, to bring such action, in law or in equity,
as shall reasonably be required in order to enforce, in an appropriate
manner, the obligations set forth in this Agreement and any person who
is a party to this Agreement hereby consents to any such action and
agrees and acknowledges that a threatened violation of this Agreement
would cause irreparable injury to the Company and the other parties to
this Agreement and that there would be an inadequate remedy at law to
enforce the obligations of this Agreement and that equitable relief,
including temporary injunctive relief, would be an appropriate remedy
hereunder and each of such persons further agrees that any vote made
contrary to the obligations of this Agreement shall be deemed null and
void and to have no force or effect.
4. Subsequent Shareholders Subject to this Agreement. Each of the
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undersigned persons agrees not to transfer any shares of Company voting
stock to any person who does not become a party to this Agreement at
the time of transfer. Each person who is or becomes a transferee of any
share from Messrs. Xxxxx, Xxxxx and Xxxxx, including each of the
persons set forth below, or any person who acquires any voting stock of
the Company from any of Messrs. Xxxxx, Xxxxx or Xxxxx or any of the
transferees of the Company common stock from such persons, whether such
shares are acquired before or after the effective date of this
Agreement, agrees that in consideration for the transfer of such shares
to such persons, as evidenced by the signature of such transferee on a
copy of this Agreement, shall be subject to and bound by the
obligations set forth herein.
5. Irrevocable Agreement. Each of the undersigned agrees and acknowledges
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that this Agreement shall be irrevocable without the prior written
consent of all of Messrs. Xxxxx, Xxxxx and Xxxxx.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of November 8, 1996 and any subsequent date as to which
any person who becomes a party to this Agreement acquires voting stock of the
Company.
EXHIBIT B PAGE 11 OF 12
Name and Signature
of Shareholder Number of Shares
-------------- ----------------
------------------------------------------------ 1,800,000
Xxxx X. Xxxxx
------------------------------------------------ 500,000
Xxxxx X. X. Xxxxx -------
Total shares 2,300,000
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------------------------------------------------ 1,850,000
Xxxxx X. Xxxxx
------------------------------------------------ 500,000
Xxxxx X. Xxxxx -------
Total shares 2,350,000
=========
------------------------------------------------ 1,850,000
Xxxxxx X. Xxxxx
------------------------------------------------ 500,000
Xxxxx X. Xxxxx -------
Total shares 2,350,000
=========
EXHIBIT B PAGE 12 OF 12
