Exhibit 10.1
SHAREHOLDER VOTING AGREEMENT
This Agreement is made by and among Meteor Industries, Inc., a Colorado
corporation (hereinafter referred to as the "Corporation"), Xxxxxx X. Names,
Xxxxxxx X. Xxxx, and Xxxxx Xxxxxxx (hereinafter collectively referred to as
the "Shareholders").
WHEREAS, the Shareholders desire to enter into this Agreement as a condition
of purchasing Series B Preferred Stock (the "Preferred Stock") of the
Corporation and to provide for the voting of their shares, once acquired, in
connection with the election of directors of the Corporation and certain
other matters; and
WHEREAS, each of Shareholders is also a director of the Corporation and, by
entering into this Agreement, agrees to vote as a director in conformity with
the terms of this Agreement; and
WHEREAS, Xxxxxx X. Names will own 100 shares of the Preferred Stock; and
WHEREAS, Xxxxxxx X. Xxxx will own 100 shares of the Preferred Stock; and
WHEREAS, Xxxxx Xxxxxxx will own 100 shares of the Preferred Stock.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH BELOW, IT
IS AGREED AS FOLLOWS:
Section 1. Election of Directors. In the election of members of the
board of directors, each Shareholder agrees to vote all of his/her shares of
Preferred Stock entitled to vote which may now or hereafter be owned or held
of record by such Shareholder, or as to which such Shareholder now or
hereafter has voting power, for the following candidates:
Xxxxxx X. Names
Xxxxxxx X. Xxxx
Xxxxx Xxxxxxx
Xxxxx Chaudhary
Xxxxxx X. Xxxxx
Should any of the above-listed candidates decline to stand for election or to
consent to serve, each Shareholder shall vote all of his/her shares of
Preferred Stock only for a substitute candidate or candidates who is or are
nominated by at least two of the Shareholders.
Section 2. Removal of Directors. If at any time any a Shareholder
notifies the other Shareholders of his/her desire and intention to remove or
replace a Director or to fill a vacancy caused by the resignation of a
Director, all Shareholders shall cooperate in causing the requested removal
and/or replacement by voting in the appropriate manner in accordance with the
terms of this Agreement.
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Section 3. Amendment of Articles. Except with respect to action to
expand the number of Directors from five to seven, each Shareholder agrees to
vote against any amendment of the Corporation's articles of incorporation
and/or bylaws unless all Shareholders unanimously so agree.
Section 4. Irrevocable Proxies. Each Shareholder hereby grants to, and
is deemed to have executed in favor of, the other Shareholders, an irrevocable
proxy to vote, or to give written consent with respect to, all the voting
equity securities owned by the grantor of the proxy (1) for the election to
the Board of such individuals as the grantee of the proxy shall be entitled
to designate pursuant to this Agreement and (2) against any amendment of the
Corporation's articles of incorporation or bylaws.
Section 5. Endorsement of Certificates. Each certificate representing
shares of Preferred Stock now, or hereafter, held by the Shareholders shall
be inscribed substantially as follows:
The transfer of the shares represented by this certificate is restricted
under the terms of an Agreement dated January 11, 1999, a copy of which is on
file at the offices of the Corporation.
Section 6. Remedies. The parties acknowledge that any violation of this
Agreement will cause irreparable harm to the parties hereto. As a
consequence, the parties agree that if any party fails to abide by the terms
of this Agreement, any other party will be entitled to specific performance,
including the immediate issuance of a temporary restraining order or
preliminary injunction enforcing this Agreement without the necessity of
posting any bond or other undertaking, the right to which is hereby waived,
or, if otherwise required by rule or statute, agreed to be in the amount of
Ten Dollars ($10.00), and to any other remedies provided by applicable law.
The parties hereby consent to the jurisdiction and venue of the Colorado
District Court in and for the City and County of Denver with respect to
enforcement of this Agreement.
Section 7. Term. This Agreement shall terminate upon the voluntary
written agreement of all parties who are then bound by the terms of this
Agreement, but in any event, this Agreement shall terminate concurrently with
the redemption by the Company of the Preferred Stock. Upon termination of
this Agreement, the Shareholders shall surrender to the Corporation their
certificates evidencing any of the Preferred Stock.
Section 8. Notices. Any notices permitted or required to enforce this
Agreement shall be deemed given upon the date of personal delivery or 48
hours after deposit in the United States mail, postage fully prepaid, return
receipt requested, addressed to the Corporation at:
Meteor Industries, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Names, President
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and addressed to the Shareholders at their respective addresses as appear on
the books and records of the Corporation, or at any other address as any
party may, from time to time, designate by notice given in compliance with this
Section.
Section 9. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.
Section 10. Titles and Captions. All section titles or captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.
Section 11. Entire Agreement. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of
this Agreement.
Section 12. Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties
hereto.
Section 13. Attorney Fees. In the event arbitration, suit, or any other
legal or equitable action is brought by any party under this Agreement to
enforce any of its terms, and in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to be fixed
by the arbitrator, trial court, and/or appellate court.
Section 14. Computation of Time. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday, or a legal holiday, in which event the period shall begin
to run on the next day which is not a Saturday, Sunday, or legal holiday, in
which event the period shall run until the end of the next day thereafter
which is not a Saturday, Sunday, or legal holiday.
Section 15. Pronouns and Plurals. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons may require.
Section 16. Presumption. This Agreement or any section thereof shall not
be construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
Section 17. Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
Section 18. Parties in Interest. Nothing herein shall be construed to be
to the benefit of any third party, nor is it intended that any provision
shall be for the benefit of any third party.
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Section 19. Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid, shall not be affected thereby.
Section 20. Separate Counsel. The parties acknowledge that the
Corporation has been represented in this transaction by Burns, Wall, Xxxxx
and Xxxxxxx, P.C., that each of the Shareholders has not been represented by
the Corporation's attorneys, and that each of the shareholders has been
advised that it is important for each of them to seek separate legal advise
and representation in this matter.
Date: January 11, 1999
METEOR INDUSTRIES, INC.,
a Colorado corporation
By:_________________________ _____________________________
Xxxxxx X. Names,President Xxxxxx X. Names, Individually
_____________________________ ___________________________
Xxxxxxx X. Xxxx, Individually Xxxxx Xxxxxxx, Individually
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