It's filed:
Yucatan Holding Co · SC 13D · Bighub Com Inc · On 11/17/00
VOTING AGREEMENT AND IRREVOCABLE PROXY
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Voting Agreement")
is dated as of April , 1999, by and among Robert J. McNulty ("McNulty"),
iSleuth.com, Inc., a Florida corporation (the "Company"), and the Yucatan Group
(the "Yucatan Group"), with reference to the following facts:
WHEREAS, pursuant to the terms of a Stock Purchase Agreement (the
"Stock Purchase Agreement") by and among McNulty, the Yucatan Group (as defined
below) and the Company, McNulty purchased from the Yucatan Group 6,187,500
shares (the "McNulty Shares") of the Company's Series A Special Preferred Stock
(the "Special Preferred Stock");
WHEREAS, following the closing of the Stock Purchase Agreement, the
Yucatan Group owned beneficially and of record 2,062,500 shares of the Special
Preferred Stock (the "Yucatan Shares");
WHEREAS, the Yucatan Group consists of Yucatan Holding Company, a
Florida corporation ("YHI"), Thomas Taule and Meredith Metier, owning 1,937,500,
62,500 and 62,500 shares of Special Preferred Stock, respectively;
WHEREAS, pursuant to the terms of the Stock Purchase Agreement, the
Yucatan Group agreed to grant to McNulty an irrevocable proxy to vote the
Yucatan Shares for a period of three (3) years upon the satisfaction of certain
conditions; and
WHEREAS, the parties hereto desire to enter into an agreement pursuant
to Section 607.0732 of the Florida Statues to be specifically enforceable
against each of them, and their respective successors and assigns, pursuant to
which McNulty, for a period of three (3) following the date hereof, shall have
an irrevocable proxy to vote the Yucatan Shares in the manner and for the
purposes specified herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and intending to be legally bound, the parties agree as follows:
1. GRANT OF IRREVOCABLE PROXY. Upon execution of this Agreement, the Yucatan
Group hereby agrees to grant to McNulty an irrevocable proxy to vote the Yucatan
Shares for the election of the Company's directors and all other matters
submitted to the shareholders of the Company for consent or vote. The
irrevocable proxy granted in this Voting Agreement is being granted pursuant to
Section 607.0722 of the Florida Statutes, is coupled with an interest, and shall
be substantially in the form of the attached Exhibit A.
2. EFFECTIVE DATE OF PROXY. The proxy granted pursuant to this Section 1 above
shall not become effective until such time as the Company shall have consummated
a sale of
SC 13D 7th Page of 8 TOC 1st Previous Next Bottom Just 7th
its preferred stock to third party investors with minimum gross proceeds to the
Company of $10,000.000.
3. MINIMUM VALUATION. As additional consideration for the granting of the
irrevocable proxy, the Company guarantees the Yucatan Group that the Yucatan
Shares shall have a minimum value of $6,000,000. In this regard, in the event
that, after a period of 24 months, (i) the aggregate gross proceeds received by
the Yucatan Group from the sale of the Yucatan shares, plus (ii) the fair market
value of the Yucatan Shares not yet sold, is less than $6,000,000, then the
Company agrees to issue to the Yucatan Group a number of additional shares of
unregistered common stock with a fair market value equal to such shortfall. The
same analysis shall be performed thereafter following another 24 months to
determine if gross proceeds from sales equals or exceeds $6,000,000.
4. CHANGES IN COMMON STOCK. In the event that subsequent to the date of this
Voting Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the Company's shareholders pursuant
to a plan of merger) are issued on, in exchange for, or upon conversion of, any
of the Yucatan Shares by reason of any stock dividend, stock split, conversion,
consolidation of shares, reclassification, or consolidation involving the
Company, such shares or securities shall be deemed to be Yucatan Shares for the
purposes of this Agreement.
5. REPRESENTATIONS OF THE YUCATAN GROUP. The Yucatan Group hereby represents and
warrants to McNulty that (a) it owns and has the right to vote the Yucatan
Shares, (b) it owns no other shares of the Company's outstanding capital stock,
(c) it has full power to enter into this Voting Agreement and has not, prior to
the date of this Agreement, executed or delivered any proxy or entered into any
other voting agreement or similar arrangement other than one which has expired
or terminated prior to the date hereof, (d) this Voting Agreement constitutes a
valid, binding, and enforceable obligation of Yucatan, and (e) it will not take
any action inconsistent with the purposes and provisions of this Voting
Agreement.
6. ENFORCEABILITY. The parties expressly agree that this Voting Agreement shall
be specifically enforceable in any court of competent jurisdiction in accordance
with its terms against each of the parties hereto and their respective
successors and assigns.
7. GENERAL PROVISIONS.
(a) All of the covenants and agreements contained in this Voting
Agreement shall be binding upon, and inure to the benefit of, the parties and
their respective successors and assigns.
(b) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes any and all prior and
SC 13D Last Page of 8 TOC 1st Previous Next Bottom Just 8th
contemporaneous agreements and understandings of the parties, whether written or
oral, with respect thereto.
(c) This Agreement, and the rights of the parties hereto, shall be
governed by and construed and enforced in accordance with the laws of the State
of Florida, without regard to conflicts of laws rules and principles.
(d) This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall constitute one
and the same instrument.
(e) This Agreement shall remain in effect until the day which is three
(3) years following the date of this Voting Agreement, unless sooner terminated
in writing by the mutual agreement of the parties hereto.
(f) If any provisions of this Voting Agreement shall be declared void
or unenforceable by any court or administrative board of competent jurisdiction,
such provision shall be deemed to have been severed from the remainder of this
Voting Agreement and this Agreement shall continue in all respects to be valid
and enforceable.
(g) No waivers of any breach of this Voting Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
(h) Whenever the context of this Voting Agreement shall so require, the
use of the singular number shall include the plural and the use of any gender
shall include all genders.
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
executed by their authorized representatives as of the date first above written.
"MCNULTY" "YUCATAN HOLDING COMPANY"
/s/ Robert J. McNulty By: /s/ Jayme Dorrough
-------------------------------- ----------------------------------
President
/s/ Thomas J. Taule
----------------------------------
/s/ Meredith Metier
----------------------------------
"ISLEUTH.COM"
By: /s/ Thomas J. Taule
------------------------------
VP Operations
AI
