EXHIBIT 10.3
SHAREHOLDERS VOTING AGREEMENT
THIS SHAREHOLDERS VOTING AGREEMENT ("Agreement") is made as of November
24, 1997 between Apollo International of Delaware, Inc., a Delaware corporation
("Corporation"), Xxxxx X. Xxxxxx ("Xxxxxx") and the shareholder listed on the
signature page hereof ("Shareholder") (Xxxxxx and Shareholder are hereinafter
collectively referred to as the "Apollo Shareholders").
WHEREAS, Xxxxxx is the controlling shareholder of the Corporation;
WHEREAS, Shareholder will be issued that number of shares of common
stock as set forth below his name on the signature page hereof ("Shares");
WHEREAS, the Apollo Shareholders desire to enter into this Agreement to
provide for the voting of Shareholder's Shares, in connection with the election
of directors of the Corporation and all other matters presented to the
shareholders of the Corporation for vote.
NOW, THEREFORE, in consideration of their mutual undertakings, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
Section 1. ELECTION AND REMOVAL OF DIRECTORS. Shareholder agrees to
vote or cause to be voted all of his Shares entitled to vote which may hereafter
be owned or held of record by Shareholder, or as to which Shareholder hereafter
has voting power, according to the direction of Xxxxxx, with respect to the
nomination and election of officers and directors of the Corporation, and
removal of said officers and directors.
Section 2. AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS,
MERGER, CONSOLIDATION, SALE OF ASSETS, ETC. AND ALL OTHER SHAREHOLDER MATTERS.
Shareholder agrees to vote or cause to be voted all of its Shares entitled to
vote which are now owned or may hereafter be owned or held of record by
Shareholder, or as to which Shareholder hereafter has voting power, according to
the direction of Xxxxxx, with respect to any proposed amendment of the
Corporation's Certificate of Incorporation and/or Bylaws or any proposed merger,
consolidation, sale of assets, share exchange or any other matter on which
shareholder approval is required.
Section 3. PROXY. Shareholder shall execute any proxies Xxxxxx may
reasonably require to facilitate and give full effect to the purpose of this
Agreement.
Section 4. ENDORSEMENT OF CERTIFICATES. Each certificate representing
Shares hereafter held by Shareholder shall be inscribed substantially as
follows:
"The transfer of the shares represented by this certificate is
restricted under the terms of an Agreement dated November 24, 1997, a
copy of which is on file at the offices of the Corporation."
Section 5. 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, and to judgment for damages caused by such
breach, and to any other remedies provided by applicable law.
Section 6. TERM. This Agreement shall terminate July 10, 1999.
Section 7. NOTICES. Any notices permitted or required under this
Agreement shall be deemed given upon the date of personal delivery or three (3)
days after deposit in the United States mail, postage fully prepaid, return
receipt requested, as follows:
if addressed to Corporation:
0000 Xxxxx X.X. Xxxxxxx 00
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
if addressed to Xxxxxx:
0000 Xxxxx X.X. Xxxxxxx 00
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
if addressed to Shareholder, at the address set forth on the signature
page hereof.
or any other address as any party may, from time to time, designate by notice
given in writing in compliance with this Section 7.
Section 8. AMENDMENT. This Agreement shall not be modified or amended
except by means of a writing signed by each Shareholder.
Section 9. BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
Section 10. 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.
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Section 11. ATTORNEYS' FEES. In the event arbitration, suit, or action
is brought by any party under this Agreement to enforce any of its terms, and in
any appeal therefrom, it is agreed the prevailing party shall be entitled to
reasonable attorneys' fees to be fixed by the arbitrator, trial court, and/or
appellate court.
Section 12. SEVERABILITY. If any provision of this Agreement shall
under any circumstances be deemed invalid or inoperative to any extent, it is
agreed and understood that such invalidity shall not invalidate the whole
Agreement, but the Agreement shall be construed as not containing the provision
or provisions deemed invalid and inoperative.
Section 13. GOVERNING LAW. This Agreement shall be construed and
interpreted, and shall at all times and in all respects be governed by the laws
of the State of Delaware; provided, however, the parties hereto submit to the
jurisdiction and venue of the state and federal courts located in Orange County,
Florida.
Section 14. NUMBER AND GENDER. In construing this Agreement, feminine
or neuter pronouns shall be substituted for those masculine in form and vice
versa, and plural terms shall be substituted for singular and singular for
plural in any place in which the context so requires.
Section 15. PRESUMPTION. This Agreement or any section hereof shall not
be construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
Section 16. 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.
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 this
Agreement.
Section 18. EXECUTION. The parties represent and warrant to each other
that the persons executing this Agreement in the name of and on their behalf
have full and complete authority to act on behalf of said parties.
Section 19. COUNTERPARTS. This Agreement may be executed and delivered
in any number of counterparts, all of which when executed and delivered shall
have the force and effect of an original.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Witnesses: Apollo International of
Delaware, Inc.
By:
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Name: Xxxxx X. Xxxxxx, individually
Its: President
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Name: Xxxxx X. Xxxxxx
Shareholder
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Name: Name:
Address:
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Number of Shares:
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PROXY
The undersigned, an individual ("Shareholder") grants to Xxxxx X.
Xxxxxx his irrevocable proxy ("Proxy") for all shares of any and all classes of
stock of Apollo International of Delaware, Inc., a Delaware corporation (the
"Corporation") acquired or otherwise controlled by Shareholder. The Proxy is
coupled with an interest pursuant to a Shareholders Voting Agreement, executed
concurrently herewith, by and between Shareholder, the Corporation and Xxxxx X.
Xxxxxx. The Proxy shall terminate on July 10, 1999. During the term of said
Proxy, Xxxxx X. Xxxxxx shall have the right to vote Shareholder's shares as
Xxxxx X. Xxxxxx in his sole discretion chooses. Shareholder shall execute any
additional Proxy documents and take any further action Xxxxx X. Xxxxxx may
reasonably request to carry out the purposes of the Shareholder Voting
Agreement.
IN WITNESS WHEREOF, the Shareholder has executed this Proxy as of and
effective November 24, 1997.
Witness: Shareholder:
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Name: Name:
