EXHIBIT 9.1
COMPUTERIZED THERMAL IMAGING, INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement"), is made this 19th day of
October, 2000 (the "Effective Date"), by and between Computerized Thermal
Imaging, Inc., a Nevada corporation (the "Corporation") and David B. Johnston
(the "Stockholder").
RECITALS
WHEREAS, the Corporation and the Stockholder each desire to facilitate
the voting arrangements set forth in this Agreement by agreeing to the terms
and conditions set forth herein, and each deem it to be in the best interests
of the Corporation and the Stockholder that this Agreement be executed.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Termination of Agreement.
This Agreement shall terminate on the sooner of the third anniversary of
the Effective Date or the death or legal declaration of incapacity of the
Stockholder.
2. Legends. In addition to any other legends required by law or
agreements between the parties, each certificate representing the
Shareholder's shares of common stock of the Corporation outstanding on the
date of this Agreement shall be endorsed by the Corporation with a legend
reading as follows:
"THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT
BY AND AMONG THE CORPORATION AND THE SHAREHOLDER, (A COPY OF
WHICH MAY BE OBTAINED FROM THE CORPORATION). THE AGREEMENT
PROHIBITS TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE
TO AN "AFFILIATE TRANSFEREE" AS DEFINED IN SUCH VOTING AGREEMENT
UNLESS SUCH PERSONS AGREE TO BE BOUND BY SUCH AGREEMENT AND BY
ACCEPTING THE SHARES SUCH PERSONS SHALL BE DEEMED TO BE BOUND BY
ALL THE PROVISIONS OF SUCH AGREEMENT."
3. Voting Restrictions.
During the term of this Agreement, the Shareholder hereby agrees to vote
all shares of common stock of the Corporation owned of record by the
Shareholder as of the date of this Agreement, any other shares of the capital
stock of the Company over which it exercises voting control as of the date of
this Agreement and any shares acquired in respect of any such shares
(collectively, the "Shares") for the election of directors of the Corporation,
and on all matters that may require the vote of the shareholders, in the same
proportion as those shares voted by all shareholders other than (i) David B.
Johnston, (ii) Daron C. Dillia, individually, and Daron C. Dillia, doing
business as Manhattan Financial Group, and (iii) any Affiliate Transferee (as
defined in Paragraph 5 hereof) of the individuals or entities set forth in
clauses (i) and (ii) above.
4. Grant of Proxy.
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During the period this Agreement remains in force, the Shareholder hereby
appoints Richard V. Secord, Chief Executive Officer of the Corporation, and
Kevin L. Packard, Chief Financial Officer, Secretary and Treasurer of the
Corporation, as proxies, each with power to act without the other and with
power of substitution, and hereby authorizes them to represent and vote the
Shares as specified in Paragraph 3 above. In the event that either or both
such proxies are no longer executive officers of the Corporation, then their
respective successors-in-title shall be automatically appointed as proxies in
their place and stead without any further action on the part of the
Shareholder or such proxies. The foregoing proxy shall be deemed coupled with
an interest and shall be irrevocable for the term of this Agreement.
5. Transfer Restrictions.
The Shareholder shall not transfer any of its Shares to any entity
controlling, controlled by or under common control with the Shareholder, or to
any member of the Shareholder's immediate family (as defined in Section
16a-1(e) of the Securities Exchange Act of 1934, as amended) sharing the same
household as the Shareholder (each an "Affiliate Transferee"), unless such
Affiliate Transferee agrees in writing to be bound by this Agreement with
respect to such transferred Shares and to become a party hereto with like
effect with respect to the transferred Shares as though an original subscriber
hereof. The Shareholder shall have the right to transfer its Shares to any
individual or entity other than an Affiliate Transferee free of the voting and
transfer restrictions set forth herein.
6. Entire Understanding.
This Agreement contains the entire understanding of the parties hereto
and supersedes any prior agreement, either oral or written, and any amendment
to, or modification or termination of, this Agreement must be in writing and
signed by the parties hereto.
7. Drafter's Liability.
The parties agree that the provisions of this Agreement shall not be
construed against the drafter of this Agreement and they represent that they
have had adequate opportunity and have been encouraged to take the advice of
their own counsel prior to the execution of this Agreement.
8. Severability.
This Agreement shall not be severable in any way but it is specifically
agreed that if any provision shall be held to be invalid, then such invalidity
shall not affect the validity of the remainder of this Agreement.
9. Records.
A copy of this Agreement shall be deposited with the Corporation and
shall be subject to the same right of examination by a shareholder of the
Corporation, in person or by agent or attorney, as are the books and records
of the Corporation.
10. Construction.
This Agreement is intended by the parties to be governed, construed and
interpreted in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of law.
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11. Benefit.
This Agreement shall be binding upon and shall inure to the benefit of
the heirs, executors, administrators and assigns of the parties hereto.
12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
COMPUTERIZED THERMAL
IMAGING, INC.
By: /s/Richard V. Secord
-----------------------------------
Name: Richard V. Secord
Title: Chairman & CEO
STOCKHOLDER:
By: /s/David B. Johnston
-----------------------------------
Name: David B. Johnston
Title: Individually as Stockholder
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