VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 7, 2000 (this "Agreement"), is
entered into among Dominion Income Management Corp. ("Dominion Management"),
Dominion Income Management Corp Profit Sharing Plan ("Dominion Plan" and
together with Dominion Management, "Dominion"), Sundog Technologies, Inc.
("Sundog") and RockMountain Ventures Fund, LP ("Rock" and, together with
Dominion and Sundog, the "Stockholders").
WHEREAS, Sundog and Rock have entered into a certain Amended and
Restated Stock Acquisition Agreement (the "Stock Acquisition Agreement"), dated
as of March 31, 2000, among Envision Development Corporation ("EDV"), Sundog and
Rock, pursuant to which Sundog and Rock will acquire certain shares of common
stock of EDV (the "Common Stock");
WHEREAS, pursuant to the Stock Acquisition Agreement, EDV will issue
certain additional number of shares of Common Stock to Sundog and Rock (defined
in the Stock Acquisition Agreement as the "Post-Approval Shares") subject to the
approval of the stockholders of EDV (the "Final Issuance");
NOW, THEREFORE, the parties agree as follows:
Section 1. Each Stockholder hereby agrees to each other that it shall,
at any meeting (whether annual or special and whether or not an adjourned or
postponed meeting) of stockholders of EDV, however called, or in connection with
any written consent of holders of Common Stock, (a) if a meeting is held, appear
at such meeting or otherwise cause all the shares of Common Stock (whether
acquired heretofore or hereafter) that are beneficially owned or held of record
by such Stockholder or as to which such Stockholder has, directly or indirectly,
the right to vote or direct the voting, to be counted as present thereat for
purposes of establishing a quorum, and (b) vote or consent (or cause to be voted
or consented), in person or by proxy, all such shares of Common Stock, in favor
of each of (to the extent applicable with respect to each Stockholder): (i) the
Final Issuance to Sundog and Rock, (ii) the elimination of the effects of any
anti-takeover statutes, and the reinstating of voting rights to shares of Common
Stock held by Alta or any of its transferees, (iii) any action required in
furtherance thereof.
Section 2. This Agreement shall terminate, and no party shall have any
rights or duties hereunder, on December 31, 2000, unless otherwise agreed to in
writing by the parties hereto.
Section 3. From time to time, at the other party's request and without
further consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate the transactions contemplated by this Agreement.
Section 4. This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware (without giving effect to choice of law
principles thereof).
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Section 5. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement.
Section 6. This Agreement shall be binding on and be for the benefit of
any of the Stockholders' transferees of the Common Stock.
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IN WITNESS WHEREOF, Dominion, Sundog and Rock have caused this
Agreement to be signed by their respective officers or other authorized person
thereunto duly authorized as of the date first written above.
DOMINION INCOME MANAGEMENT
CORP.
By: /s/ ANDREW EVANS
-----------------
Name:Andrew Evans
Title:
DOMINION INCOME MANAGEMENT
CORP PROFIT SHARING PLAN
By: /s/ ANN L. EVANS
-----------------
Name:Ann Evans
Title:Trustee
SUNDOG TECHNOLOGIES, INC.
By: /s/ ALAN RUDD
--------------
Name:Alan Rudd
Title:Chief Executive Officer
ROCKMOUNTAIN VENTURES FUND, LP
By: ROCKMOUNTAIN VENTURES,
LLC, General Partner
By: /s/ ROBERT J. EDENS JR.
------------------------
Name:Robert J. Edens Jr.
Title:Managing Director
