Shareholder Voting Agreement between iVideoNow, Inc. and Shareholders (November 6, 2001)

Summary

This agreement is between iVideoNow, Inc. and its shareholders who received shares under a Securities Purchase Agreement. The shareholders agree to vote their shares as directed by Kevin R. Keating, who is appointed as their agent and given power of attorney for voting matters. The agreement restricts transfer of shares unless the new holder agrees to these terms and lasts until December 31, 2002, or certain events involving Mr. Keating. It also ensures proportional inclusion of shares in any company registration statement.

EX-4.1 3 exhibit_4.txt SHAREHOLDER VOTING AGREEMENT Exhibit 4.1 SHAREHOLDER VOTING AGREEMENT THIS AGREEMENT is made and entered into as of the date of the closing of the Securities Purchase Agreement dated November 6, 2001, by and between iVideoNow, Inc., a Delaware corporation (the "Company"), and the persons identified on the signature page(s) to this Agreement (the "Shareholders") and is for the mutual benefit of such Shareholders. WHEREAS, the Shareholders will receive shares of the common stock of the Company pursuant to the Securities Purchase Agreement dated November 6, 2001; and WHEREAS, pursuant to Section 218(c) of the Delaware General Corporation Law, the Shareholders deem it to be in their mutual best interest to act together in matters concerning the operation of the Company by concentrating their power and rights with respect to their Shares in the manner hereinafter set forth; and WHEREAS, the Shareholders desire to appoint Kevin R. Keating, an individual resident of the state of Florida ("Mr. Keating"), as their agent with full powers of attorney in connection with any vote of the holders of shares of the Company's $0.001 par value common stock. NOW THEREFORE, in consideration of the premises, the respective commitments and undertakings of the Shareholders set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Shareholders agree as follows: 1. Voting Agreement. Each Shareholder hereby agrees, on behalf of such ----------------- Shareholder and any person to whom such Shareholder transfers any shares of the Company's stock owned by such Shareholder, to vote all shares of Company stock now or hereafter owned by such Shareholder ("Shares") and take such other actions as are reasonably necessary to ensure that the Shares are voted consistent with the judgment and direction of Mr. Keating and to that end to take such other actions as Mr. Keating may from time to time direct with respect to other matters related to the operation of the Company. 2. Appointment of Agent. Each Shareholder, on behalf of such ----------------------- Shareholder and any person to whom such Shareholder transfers any shares of the Company's stock owned by such Shareholder, hereby appoints as his agent and grants power of attorney to Mr. Keating with respect to all rights and powers of such Shareholder arising in connection with votes of the common stock of the Company. 3. Conditional Irrevocable Proxies. To secure each Shareholder's ---------------------------------- obligation to vote that Shareholder's Shares in accordance with the provisions of this Agreement, each Shareholder hereby appoints Mr. Keating as his true and lawful proxy, with full power of substitution, to vote all Shares, in such 1 proxy's sole discretion, if and only if such Shareholder fails to comply with the provisions of section 1. The proxies and powers granted by each Shareholder pursuant to this section 3 are coupled with an interest and are given to secure the performance of such Shareholder's duties under this Agreement. Such proxies will be irrevocable for the term of this Agreement and will survive the death, incompetency and disability of any Shareholder or other holder of such Shareholder's Shares and the merger and dissolution of any Shareholder that is a trust, corporation or other entity. 4. Transfer of Shares. No Shares shall be transferred unless and until ------------------- the transferee executes an instrument acknowledging and agreeing that the Shares being acquired are subject to the restrictions and/or irrevocable proxies set forth in this Agreement. 5. Legend. Each certificate evidencing Shares owned by any Shareholder ------- and subject to the provisions of sections 1, 2 and 3 of this Agreement and each certificate issued in exchange for or upon the transfer of any such Shares during the term of this Agreement will be stamped or otherwise imprinted with a legend (the "Legend") in substantially the following form or to the following effect: "The securities represented by this certificate are subject to a Shareholder Voting Agreement by and among the original holder of such securities and other shareholders of the issuer of such securities and to an irrevocable proxy granted pursuant to such agreement. A copy of such agreement will be furnished without charge by Mr. Kevin R. Keating, an individual resident of the state of Florida, upon such holder's written request." 6. Registration. If the Company proposes to register any Shares held by ------------- any of the Shareholders, the Shareholders agree that the Shares held by all Shareholders shall be included in such registration statement and, to the extent all Shares held by each Shareholder cannot be so included for whatever reason, the Shareholders agree that each Shareholder shall have the right to include in the registration statement such number of Shares that are commensurate with the Shareholder's proportionate ownership relative to the ownership of all Shareholders (taking into account only restricted Shares held by each Shareholder). 7. Term. This Agreement shall terminate and cease to be effective, and ----- the Legend will be removed from all certificates at the earliest of (a) December 31, 2002; (b) the death of Mr. Keating or his complete resignation from serving as either an officer or director of the Company; or (c) the determination that Mr. Keating is incompetent or incapacitated made by the unanimous consent of the Shareholders, other than Mr. Keating, after consultation with a licensed physician who has examined Mr. Keating. 2 8. Miscellaneous Provisions. ------------------------- (a) Binding Effect. This Agreement shall constitute a valid and --------------- binding agreement among the Shareholders and any subsequent holders of Shares now or hereafter owned by the Shareholders and their respective successors and assigns. (b) Remedies. Each Shareholder shall be entitled to specific -------- enforcement of the rights of the Shareholders under this Agreement, to recover damages by reason of any breach of any provision hereof and to exercise all other rights existing in their favor. The Shareholders agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Shareholder may, in his sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. (c) Severability. Whenever possible, each provision of this ------------ Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. (d) Entire Agreement. This Agreement embodies the complete agreement ---------------- and understanding among the Shareholders with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations, by or among the Shareholders, written or oral, which may have related to the subject matter hereof in any way. (e) Counterparts. This Agreement may be executed on separate ------------ counterparts, each of which will be an original and all of which taken together will constitute one and the same Agreement. (f) Governing Law. All questions concerning this Agreement will be ------------- governed by and interpreted in accordance with the internal law, not the law of conflicts, of the state of Florida. [The remainder of this page has been left blank intentionally.] 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph. SHAREHOLDERS: /s/ Kevin R. Keating - --------------------------------- ---------------------------------- Kevin R. Keating (Print Name) - --------------------------------- ---------------------------------- Print Name) (Print Name) - --------------------------------- ---------------------------------- (Print Name) (Print Name) - --------------------------------- ---------------------------------- (Print Name) (Print Name) - --------------------------------- ---------------------------------- (Print Name) (Print Name) 4