VOTING AGREEMENT
VOTING AGREEMENT dated August 3, 2004 among the persons set forth on the
signature page hereof.
WHEREAS, an Agreement and Plan of Share Exchange ("Share Exchange
Agreement") among Edison Renewables, Inc., a Nevada corporation (the "Company"),
and the persons set forth on the signature page of the Agreement, including the
undersigned, was entered into and closed on the date hereof (the "Share Exchange
Agreement Closing Date") pursuant to which all of the issued and outstanding
shares of NextPhase Technologies, Inc. ("NextPhase"), a California corporation
were exchanged for an aggregate of Twelve Million Nine Hundred Forty Three
Thousand (12,943,000) shares of common stock of the Company.
WHEREAS, pursuant to Section 10.2 of the Share Exchange Agreement,
NextPhase shareholders agreed to use best efforts to cause Xxxx Xxxx to be
elected as a director of the Company for a period of one (1) year following the
Share Exchange Agreement Closing Date.
WHEREAS, the undersigned desire to enter into this Voting Agreement in
furtherance of the provisions and intent of Section 10.2 of the Share Exchange
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Agreement to Vote. During the one (1) year period following the Share
Exchange Agreement Closing Date, each and every time that stockholders of the
corporation vote for the election of nominees to the Company's Board of
Directors, whether in person or proxy at a meeting or by written consent, the
undersigned, jointly and severally, agree that they will vote all shares of
common stock of the Company which they own, or over which they exercise voting
power, for the election of Xxxx Xxxx as a director of the Company.
2. Third Party Beneficiaries. The undersigned hereby agree and intend that
the Company and Xxxx Xxxx are intended third party beneficiaries of the
undersigneds' agreement set forth in Section 1 hereof, and Xxxx Xxxx and/or the
Company shall have the right to enforce all or any provisions of this agreement.
3. Legend. Each party acknowledges that a legend will be placed on any
instrument, certificate or other document evidencing the shares of common stock
of the Company which each party owns respectively, in, or substantially in, the
following form:
"The securities represented by the certificate are governed by a voting
agreement among certain security holders of the Company, including the holder of
this certificate, for a term expiring on August 3, 2005."
4. Remedies. The parties recognize that, because of the nature of the
subject matter of this Agreement, it would be impracticable and extremely
difficult to determine actual damages in the event of a breach or threatened
breach of any provision of this Agreement by the undersigned. Accordingly, in
such event, the parties shall have the following rights and remedies:
(a) the right and remedy to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, by way of
injunctive relief or otherwise, without the necessity of proving damages or
posting a bond or other security, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury, and that money
damages will not provide an adequate remedy;
(b) the right to recover attorneys' fees incurred in any action or
proceeding in which they seek to enforce their rights hereunder.
Each of the rights and remedies enumerated above shall be independent of
the other, and shall be severally enforceable, and all of such rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the parties under law or in equity.
5. Representations and Warranties of the Parties. Each party hereto, hereby
represents and warrants as follows to the other parties and the intended third
party beneficiaries:
(a) it has the power and authority to execute and deliver this Agreement
and to perform the duties and responsibilities contemplated hereby;
(b) that neither the execution of this Agreement nor performance hereunder
will (i) violate, conflict with or result in a breach of any provisions of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under the terms, conditions or provisions of any
contract, agreement or other instrument or obligation to which it is a party, or
by which it may be bound, or (ii) violate any order, judgment, writ, injunction
or decree applicable to it.
6. Assignment Binding of Successors. This Agreement may be assigned by any
party provided that the assigns or successors agree to be bound by the terms of
this Agreement.
7. Notices. Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail, return receipt requested and postage prepaid,
overnight mail or telecopier to each party at their respective addresses set
forth under their respective
names on the signature page hereof or at such other address as any party shall
designate by notice to the other party given in accordance with this Paragraph
7.
8. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada applicable to
agreements made and to be performed entirely in Nevada.
9. Waiver of Breach; Partial Invalidity. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach. If any provision, or part thereof, of this
Agreement shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall attach only to such provision and not in any way affect
or render invalid or unenforceable any other provisions of this Agreement, and
this Agreement shall be carried out as if such invalid or unenforceable
provision, or part thereof, had been reformed, and any court of competent
jurisdiction or arbiters, as the case may be, are authorized to so reform such
invalid or unenforceable provision, or part thereof, so that it would be valid,
legal and enforceable to the fullest extent permitted by applicable law.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and there are no representations, warranties or commitments
except as set forth herein. This Agreement supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral, of the
parties hereto relating to the transactions contemplated by this Agreement. This
Agreement may be amended only by a writing executed by the parties hereto.
11. Representation by Counsel; Interpretation. Each party acknowledges that
it has been represented by counsel, or has been afforded the opportunity to be
represented by counsel, in connection with this Agreement. Accordingly, any rule
or law or any legal decision that would require the interpretation of any
claimed ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
[Rest of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersign have executed, or caused to have duly
executed, this agreement as of the date first above written.
VIPER NETWORKS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chairman of the Board
Address: 0000 Xxx Xxxxxx
Xxxxx X000
Xx Xxxxx, Xxxxxxxxxx 00000
/s/ Xxxxxxx X. Xxxxx
----------------------
XXXXXXX X. XXXXX
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
/s/ Xxxxx Xxxx
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XXXXX XXXX
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXX
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
