SHAREHOLDER VOTING AGREEMENT
THIS SHAREHOLDER VOTING AGREEMENT (the "Agreement") is entered
into as of the 1st day of August, 2000 (the "Effective Date"), among
and between those parties executing a counterpart signature page of
this Agreement (hereinafter collectively, "Shareholders").
W I T N E S S E T H:
WHEREAS, the Shareholders own, collectively, Twelve Million
Seven Hundred Fifty Thousand One (12,750,001) shares (the "Subject
Shares") of the $ .001 par value common stock (the "Common Stock")
of Visual Bible International, Inc., a Florida corporation (the
"Corporation");
WHEREAS, the Subject Shares represent the majority of the
issued and outstanding Common Stock of the Corporation as of the
date hereof; and
WHEREAS, the Shareholders believe it is in the best interests
of the Shareholders and the best interests of the Corporation to
provide for vote of the Subject Shares in the manner provided for
herein;
NOW, THEREFORE, in consideration of the premises and covenants
herein contained, it is agreed as follows:
1. Revocation of Prior Agreements. Any and all prior
agreements relating wholly or in part to any matters concerning
voting agreements between the Shareholders are hereby revoked. The
provisions of this Agreement shall be the sole determinative of the
terms and conditions relating to the vote of Subject Shares.
2. Shares Included. For the purposes of this Agreement,
the definition of the Subject Shares, shall be deemed to include:
(a) all other shares of Common Stock of the Corporation
acquired by any of the Shareholders subsequent to the date of
hereof, whether such acquisition is as a result of purchase, gift or
other acquisition or as a result of any stock splits, stock
dividends, rights offerings or other distributions of Common Stock
of the Corporation.
(b) all other shares of Common Stock of the Corporation held
by any party executing a counterpart of this Agreement subsequent to
the date hereof.
3. Term. The term of this Agreement (the "Term") shall
commence as of the Effective Date and shall end on August 1, 2002.
Accordingly, during the Term, the Subject Shares shall be voted on
any and all matters which required the vote of shareholders of the
Corporation strictly in accordance with the terms of this Agreement.
Upon expiration of the Term, this Agreement shall be null, void and
of no further force or effect.
4. Conflict with Bylaws or Articles of Incorporation. If a
conflict exists between any provision of this Agreement and the
Articles of Incorporation of the Corporation (the "Articles") or the
Bylaws of the Corporation (the "Bylaws") then the Shareholders shall
undertake any and all appropriate action in order to revise such
Articles or Bylaws in order to effectuate the provisions of this
Agreement.
5. Voting Agreement. During the Term, the Subject Shares
shall be voted by John Hamilton ("Hamilton") on any and all matters
where the holder of any such Subject Share is entitled to vote
thereon in such manner as may be determined by Hamilton in the
exercise of the sole and exclusive discretion of Hamilton. In
connection with the forgoing, simultaneously with the execution
hereof by a Shareholders, each such Shareholder shall execute that
certain irrevocable proxy (the "Irrevocable Proxy") in the form
attached hereto as Exhibit 5.
6. Endorsement on Stock Certificates. Upon execution of
this Agreement, each Shareholder shall tender the certificates
representing such Shareholder's Subject Shares to the transfer agent
of the Corporation so that the following language can be
conspicuously noted thereon:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
VOTING AGREEMENT DATED AUGUST 1, 2000 AND AN IRREVOCABLE PROXY
DATED AUGUST 1, 2000 IN CONNECTION THEREWITH, COPIES OF WHICH
ARE ON FILE AT THE OFFICE OF THE CORPORATION. THE CORPORATION
WILL FURNISH A COPY OF SAME TO ANY PROSPECTIVE TRANSFEREE UPON
WRITTEN REQUEST AND WITHOUT CHARGE.
7. Intent of Agreement. It is a stated purpose of this Agreement
that during the Term, the Subject Shares shall be voted only by
Hamilton, in the exercise of the sole and exclusive discretion of
Hamilton, or the authorized successors or assigns of Hamilton. To
that end, the Shareholders further agree to take or refrain from
taking such actions as shall be necessary to effectuate the purposes
of this Agreement.
8. Perpetual Terms. Each Shareholder hereby agrees that so long
as this Agreement remains in force and effect each such Shareholder
shall do all things pursuant to the terms and conditions of this
Agreement and shall undertake such actions which are necessary,
proper and consistent with the laws of the State of Florida to
accomplish the purpose hereof.
9. Miscellaneous.
(a) Arbitration. All disputes, controversies or differences
that may arise between the parties out of, in relation to or in
connection with this Agreement shall be resolved by arbitration
pursuant to the commercial arbitration rules then in effect of the
American Arbitration Association, by which arbitration each party
hereto shall be bound. Each party shall promptly select an arbiter
from the approved list of arbiters provided by the American
Arbitration Association, and these two (2) arbiters shall then
select a third arbiter. Any arbitration hearing shall be held in
Palm Beach County. Any award rendered by the arbiters shall be
final and binding on the parties and shall be specifically
enforceable. The prevailing party in any such arbitration shall be
entitled to the costs associated with such arbitration, including
attorneys' fees and costs. In the event such specific enforcement
is so required, each party to this Agreement hereby expressly and
irrevocably submits to the jurisdiction of the United States
District Court, Southern District of Florida or any other competent
court sitting in the State of Florida, County of Palm Beach, and
each party waives the right to nay other jurisdiction or venue to
which any of them may be entitled by reason of its present or future
domicile. Furthermore, each of the parties hereto consents to the
service of process by registered of certified mail to the address
set forth in the Notice section of this Agreement.
(b) Authorization. The parties signing this Agreement
represent and warrant that they have the full authority and legal
capacity to do so.
(c) Benefit. This Agreement shall enure to the benefit to
the parties thereto and there respective successors and assigns.
(d) Captions. The captions used herein are provided only as
a matter of convenience and for reference and in no way define,
limit or describe the scope of this Agreement nor the intent of any
provision hereof.
(e) Counterparts. This Agreement may be executed in one (1)
or more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement.
(f) Entire Agreement. This Agreement and the Irrevocable
Proxy contains the entire agreement between the parties hereto with
respect to the subject matter hereof, and any prior or
contemporaneous oral or written agreements, understandings,
arrangements, negotiations or communications among the parties not
specifically incorporated herein shall be of no force or effect.
(g) Equitable Remedies. Notwithstanding the agreement by
the parties hereto to arbitrate disputes as indicated hereinabove,
the parties acknowledge and agree that agreement by the Shareholders
to permit Hamilton to vote the Subject Shares relate to special,
unique and extraordinary matters and that a violation of any of the
terms of this Agreement in connection therewith will cause
irreparable injury for which adequate remedies are not available at
law. Therefore, each Shareholder agrees that Hamilton shall be
entitled to an injunction, restraining order or other equitable
relief (without the requirement to post bond) restraining any
Shareholder from committing any violation of the covenants or
obligations contained in this Agreement. These injunctive remedies
are cumulative and are in addition to any other rights and remedies
available at law or in equity.
(h) Facsimile Execution. Facsimile signatures on
counterparts of this Agreement are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original
execution, and this agreement shall be deemed as executed when an
executed facsimile hereof is transmitted by facsimile.
(i) Governing Law. This Agreement shall be construed and
interpreted in accordance with and shall be governed by the laws of
the State of Florida, without regard to principals of conflict of
law and irrespective of the fact that one or more parties hereto is
now or may hereafter be a resident of a different state,
jurisdiction or country.
(j) Modification. This Agreement shall not be modified,
varied or amended except by the written agreement signed by each of
the parties hereto.
(k) No Implied Waivers. The failure of either party to
require the performance by the other party to any provision hereof
shall in no way affect the full right to require such performance at
any time thereafter. The waiver by either party of a breach of any
provision hereof shall not constitute a waiver of any subsequent
breach of the same or any other provision, nor shall it constitute a
waiver of the provision itself.
(l) Notices. All notices to be given under this Agreement
shall be in writing, and may be given, served or made by depositing
the same in the U.S. mail addressed to the party to be notified at
the address herein set forth, post-paid and registered or certified
with return receipt requested, by recognized overnight delivery
service, by delivering the same in person to such party or by
sending such notice by facsimile transmission:
If to Hamilton: ___________________
___________________
___________________
___________________
If to Shareholders: See Attached Counterpart
Signature Page
(m) Rights of Third Parties. Except as otherwise
specifically provided for herein, nothing expressed or implied
in this Agreement is intended or shall be construed to confer
upon or give any person, firm or corporation, other than the
parties hereto, any rights or remedies under or by reason of
this Agreement.
(n) Severability. In the event any one or more of the
provisions of this Agreement or the application thereof shall be
invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions hereof
and any other application thereof shall in no way be affected or
impaired.
(Signatures appear next page)
<PAGE>
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, Shareholder has executed this
Agreement as of the day first above written:
_____________________________
Address:
_____________________________
_____________________________
<PAGE>
Exhibit 5
Irrevocable Proxy
