1
[EXHIBIT 10.1]
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into
as of November 14, 1997, by and among the persons named on Schedule 1 attached
hereto and each such other person who shall enter into a Voting Agreement
Supplement (as defined below) in accordance with Section 8 of this Agreement
(each individually a "Shareholder" and collectively the "Shareholders").
Recitals
H. Officers of ▇.▇. ▇▇▇▇▇ Investment Co., a Utah corporation (the "Company"),
have filed or shall file Articles of Restatement and Amended and Restated
Articles of Incorporation with respect to the Company (collectively, the
"Amendment Documents") with the Utah Department of Commerce, Division of
Corporations and Commercial Code which shall be effective as of November 13,
1997 at 5:00 p.m. (the "Effective Time").
I. Pursuant to the Utah Revised Business Corporation Act (the
"URBCA") and the Amendment Documents, at the Effective Time, (i) the name of the
Company shall be changed to ▇▇▇▇▇ Companies, Inc., and (ii) each outstanding
share of the $10.00 par value Common Stock of the Company ("Old Common Stock")
shall be reclassified into forty (40) shares of Common Stock of the Company
("New Common Stock").
J. As of the Effective Time, each Shareholder shall own the number
of shares of New Common Stock set forth opposite such Shareholder's name on
Schedule 1 (collectively, the "Subject Shares").
K. The Shareholders desire to collectively control the voting of
the Subject Shares pursuant to and in accordance with this Agreement.
NOW THEREFORE, in consideration of the agreements and promises
set forth in this Agreement, the Shareholders hereby agree as follows:
1. Voting Agreement. This Agreement is a voting agreement created under Section
16-10a-731 of the URBCA and, as a result, (a) is not subject to the provisions
of Section 16-10a-730 of the URBCA regarding voting trusts, and (b) is
specifically enforceable in accordance with Section 16-10a-731(2) of the URBCA.
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2. Term. Unless earlier terminated in accordance with Section 11 below, this
Agreement shall remain in full force and effect among each of the Shareholders
for a period of ten (10) years from the Effective Time.
3. The Committee. Six (6) individuals (each a "Committee Member" and
collectively the "Committee Members") shall act as a committee to determine, in
accordance with this Agreement, how the Subject Shares shall be voted (the
"Committee"). As soon as practicable after their appointment, the Committee
Members shall elect a chairperson of the Committee (the "Chairperson") (in such
election, the Chairperson shall be the individual who receives the greatest
number of votes, without regard to whether such number constitutes a majority).
4. Committee Members. Each Committee Member shall represent (x) the group of
Shareholders set forth under such Committee Member's name on Schedule 1, (y) the
Permitted Transferees (as defined below) of Shareholders set forth under such
Committee Member's name on Schedule 1, and (z) the transferees (in accordance
with Section 8(c) below) of Shareholders set forth under such Committee Member's
name on Schedule 1 (collectively, a "Family Group"). The Committee Members shall
be appointed or elected as follows:
(a) The following individuals shall be, and hereby are
appointed, as the Committee Members to serve for the term of this
Agreement (or until their death, incapacitation or resignation):
(i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (for the W. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Family Group);
(ii) ▇▇▇▇ ▇. ▇▇▇▇▇ (for the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Family Group);
(iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (for the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Family Group);
(iv) ▇▇▇ ▇. ▇▇▇▇ (for the ▇▇▇ ▇. ▇▇▇▇ Family
Group);
(v) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (for the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Family Group); and
(vi) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (for the ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ Family Group).
(b) If any Committee Member shall die, become
incapacitated (as determined in the sole discretion of the
Committee) or resign, as soon as practicable thereafter, the
Committee shall provide a written notice regarding the election
of a new Committee Member to the Shareholders in the applicable
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Family Group and shall cause the Shareholders of such Family
Group to vote, either at a meeting or by written instrument, to
elect a new Committee Member for the remainder of the term. Each
new Committee Member shall be a Shareholder and a member of the
applicable Family Group. Except to the extent otherwise provided
for in this Agreement, voting for Committee Members shall be
conducted in accordance with the provisions regulating voting by
the shareholders of the Company set forth in the Bylaws of the
Company, as amended from time to time.
5. Actions of the Committee. At such time as the Company, for any
purpose, conducts a meeting of, solicits written consents from or otherwise
seeks a vote of its shareholders ("Shareholder Action"), the Committee shall act
as follows:
(a) The Chairperson shall cause a meeting of the Committee
("Meeting") to be held, and, at the Meeting, the Committee shall
determine, in accordance with this Section 5, how the Subject
Shares shall be voted with respect to the Shareholder Action.
(b) The Chairperson shall set the date, time and location
of each Meeting (and any Meeting may be held immediately prior to
a meeting of the shareholders of the Company). Provided, however,
the Chairperson shall use reasonable efforts to accommodate each
of the Committee Members with respect to the date, time and
location of each Meeting. Unless otherwise agreed to by all of
the Committee Members, Meetings shall be held within Utah County
or Salt Lake County of the State of Utah.
(c) Unless waived by all Committee Members, Meetings must
be preceded by at least five (5) days notice of the date, time
and location of the Meeting. Notice may be communicated in
person, by telephone, by any form of electronic communication or
by mail or private carrier. Nevertheless, wherever possible,
notice of any Meeting shall be given by facsimile at a number
which shall be designated in writing by each Committee Member
from time to time.
(d) A Committee Member may waive notice of any Meeting. A
waiver of notice need not be in writing and the attendance of a
Committee Member at a Meeting shall constitute a waiver of notice
of such Meeting.
(e) Four (4) Committee Members shall constitute a quorum
for the taking of action at any Meeting.
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(f) If a quorum is present when a vote is taken, the
affirmative vote of a majority of Committee Members present is
the act of the Committee. If no affirmative vote of a majority of
the Committee Members present is obtained, (i) if the Board of
Directors of the Company has recommended approval of the
Shareholder Action, all of the Subject Shares shall be voted in
favor of the Shareholder Action, (ii) if the Board of Directors
of the Company has recommended a vote against the Shareholder
Action, all of the Subject Shares shall be voted against the
Shareholder Action, and (iii) if the Board of Directors of the
Company has not recomended either the approval of or a vote
against the Shareholder Action, one-half (1/2) of the Subject
Shares shall be voted in favor of the particular Shareholder
Action and one-half (1/2) of the Subject Shares shall be voted
against the particular Shareholder Action.
(g) Any or all Committee Members may participate in a
Meeting (or Caucus (as defined below)) by, or conduct the Meeting
(or Caucus) through the use of, any means of communication by
which all Committee Members participating may simultaneously hear
each other during the Meeting (or Caucus). A Committee Member
participating in a Meeting (or Caucus) by this means is deemed to
be present in person at the Meeting (or Caucus).
(h) If any Shareholder Action is to be taken at a meeting
and the Committee has not had a prior opportunity to consider and
vote with respect to such Shareholder Action, (i) if a quorum is
present (or if a quorum may be obtained in accordance with
Subsection 5(g) above), the Committee Members present (or deemed
present in accordance with Subsection 5(g) above) shall caucus
("Caucus") prior to voting on such Shareholder Action, and the
affirmative vote of a majority of the Committee Members
participating in the Caucus shall be the act of the Committee,
and (ii) if a quorum is not present, the Subject Shares shall not
be voted with respect to such Shareholder Action.
(i) Any action required or permitted to be taken by the
Committee at a Meeting may be taken without a Meeting if four (4)
or more of the Committee Members consent to the action in
writing. Action is taken by written consent at the time the
fourth Committee Member signs a writing describing the action
taken, unless, prior to that time, any Committee Member has
revoked a consent by a writing signed by the Committee Member and
received by the Chairperson. Action taken by written consent is
effective when the fourth Committee Member signs the consent,
unless the Committee establishes a different effective date.
Action taken by written consent has the same effect as action
taken at a Meeting of the Committee and may be described as such
in any document. The
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Committee, as soon as practicable, shall notify any Committee
Member that has not consented to an action in writing of the
action taken by the Committee.
6. PROXY. EACH SHAREHOLDER HEREBY (OR, IF APPLICABLE, BY A VOTING
AGREEMENT SUPPLEMENT) GRANTS TO THE COMMITTEE AN IRREVOCABLE PROXY, FOR A PERIOD
OF TEN (10) YEARS FROM THE EFFECTIVE TIME (OR UNTIL SUCH TIME AS THIS AGREEMENT
IS TERMINATED IN ACCORDANCE WITH SECTION 11 BELOW), TO ALLOW THE COMMITTEE TO
VOTE SUCH SHAREHOLDER'S SUBJECT SHARES IN THE MANNER DESCRIBED IN, AND FOR THE
PURPOSES CONTEMPLATED BY, THIS AGREEMENT. THIS PROXY IS IRREVOCABLE AND THE
APPOINTMENT OF THE COMMITTEE IS COUPLED WITH AN INTEREST PURSUANT TO SECTION
16-10A-722(5)(E) OF THE URBCA. A COPY OF THIS PROXY, AS TO ALL OF THE SUBJECT
SHARES, SHALL BE DELIVERED TO THE COMPANY. Each of the Shareholders further
agrees to deliver promptly to the Committee from time to time such additional
proxies and other documents as may be reasonably requested by the Committee to
allow the Committee to exercise voting power with respect to the Subject Shares.
7. Legend on Certificates. Each stock certificate evidencing
Subject Shares shall bear a legend to the effect that it is subject to this
Agreement. Such legend shall be placed on the face or reverse side of the stock
certificate and shall be substantially in the following form:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY THE TERMS OF THAT CERTAIN "VOTING AGREEMENT," DATED
AS OF NOVEMBER 14, 1997, A COPY OF WHICH IS ON FILE AT THE
COMPANY'S OFFICE IN SPRINGVILLE, UTAH.
8. Transfers of Subject Shares. No Shareholder shall sell,
transfer or otherwise dispose of any of his or her Subject Shares, except as
follows:
(a) Any Shareholder, during his or her lifetime and/or
upon his or her death, may sell, transfer or dispose of all or
any Subject Shares to (x) his or her spouse, (y) the issue of
such Shareholder or his or her spouse or (z) a trustee in trust
for the benefit of such Shareholder, such Shareholder's spouse or
the issue of either of them (a "Permitted Transferee"), provided
that:
(i) the Permitted Transferee shall receive and hold
such Subject Shares subject to the terms of this
Agreement; and
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(ii) the Permitted Transferee shall enter into a
Voting Agreement Supplement substantially in the form
attached hereto as Exhibit A ("Voting Agreement
Supplement").
(b) Any Shareholder may sell, transfer or dispose of all
or any Subject Shares to the Company (but only if such
Shareholder does not own any shares of New Common Stock, other
than Subject Shares, unless such other shares of New Common Stock
are also being sold, transferred or disposed of to the Company).
(c) A Shareholder may sell, transfer or dispose of any of
his or her Subject Shares to a person other than a Permitted
Transferee or the Company only upon obtaining the prior written
consent of the Committee (which consent shall not be unreasonably
withheld), provided that:
(i) The transferee shall receive and hold such
Subject Shares subject to the terms of this Agreement; and
(ii) The transferee shall enter into a Voting
Agreement Supplement.
9. Representations, Warranties and Covenants of Shareholders. Each
Shareholder represents and warrants to, and agrees with, the other Shareholders
as follows:
(a) this Agreement (or, if applicable, a Voting Agreement
Supplement) has been duly executed and delivered by such
Shareholder and constitutes a valid and legally binding
obligation of such Shareholder enforceable in accordance with its
terms;
(b) such Shareholder is not subject to or obligated under
any provision of (i) any contract, (ii) any license, franchise or
permit or (iii) any law, regulation, order, judgment or decree
that would be breached or violated by the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby;
(c) no authorization, consent or approval of, or any
filing with, any public body or authority is necessary for
consummation by such Shareholder of the transactions contemplated
by this Agreement;
(d) as of the Effective Time, the Subject Shares
beneficially owned by such Shareholder consist of the number of
shares of New Common Stock set forth opposite such Shareholder's
name on Schedule 1; and
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(e) as of the Effective Time, such Shareholder has, and
such Shareholder will have at all times up to the termination of
this Agreement, the unrestricted power to vote his or her Subject
Shares and good and marketable title to such Subject Shares free
and clear of all claims, liens, charges, encumbrances and
security interests.
10. Other Shares of New Common Stock. Each Shareholder will
retain at all times the right to vote his or her shares of New Common Stock
other than the Subject Shares, in such Shareholder's sole discretion, on all
matters which are at any time or from time to time presented for Shareholder
Action.
11. Termination. This Agreement shall be terminated upon the
earliest to occur of any one of the following events:
(a) the written agreement of all of the Committee
Members to terminate this Agreement;
(b) the bankruptcy, receivership or dissolution of the
Company;
(c) the cessation of business by the Company;
(d) the Company enters into an underwriting agreement with
respect to a public offering of New Common Stock in excess of
Thirty Million Dollars ($30,000,000);
(e) the Company sells all or substantially all of its
assets or is the non-surviving corporation in a merger; or
(f) if ever there is only one Shareholder bound by the
terms of this Agreement.
12. Transfer of all Subject Shares. Any Shareholder who ceases to
own any Subject Shares shall thereupon cease to be a Shareholder under this
Agreement and shall (a) be released from all of the terms, provisions and
obligations of this Agreement, and (b) no longer be entitled to any rights or
benefits under this Agreement.
13. Amendment. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by all of the Committee Members.
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14. Assignment. No Shareholder may assign or delegate any of his
or her rights or obligations under this Agreement without the prior written
consent of the Committee.
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.
16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Utah.
17. Binding Effect. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto. Nothing expressed or
referred to in this Agreement is intended or shall be construed to give any
person other than the parties to this Agreement, or their respective heirs,
personal representatives, successors or assigns, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained
herein.
18. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
19. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
20. Further Assurances. Each Shareholder will, upon the request
of the Committee, execute and deliver such documents and take such action deemed
by the Committee to be necessary or desirable to effectuate the purposes of this
Agreement.
21. Remedies. Each Shareholder agrees that, for any violation of
this Agreement, the Committee shall have the right to seek equitable relief in
any court of competent jurisdiction to require that such Shareholder comply with
the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first written above.
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Bitters
(Counterpart Signature Page)
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page)
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees of
the Wm. R. Clyde Family Trust
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
H. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ and Co.
---------------
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
INVO, L.C. ▇▇▇▇▇ ▇. ▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
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▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Custodian for ▇▇▇▇▇ ▇. ▇▇▇▇, Custodian for
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Custodian
for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
B. Clyde ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Counterpart Signature Page)
----------------------------
A. ▇▇▇ ▇▇▇▇▇▇▇
---------------
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
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▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(Counterpart Signature Page) (Counterpart Signature Page)
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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SCHEDULE 1
NAME SHARES
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 8,000
------------------------------------------------ -----------------------------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 6,320
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇./▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 81,600
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust 12,800
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust 12,800
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 54,400
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇./▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 161,200
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 4,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 4,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 4,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. Bitters 4,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 4,000
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 357,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 40,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 7,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇./▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 32,320
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ 40,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇./▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 44,360
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 40,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇./▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 44,360
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇ 40,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇./▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 32,320
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 58,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇./▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2,760
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 381,120
------------------------------------------------ -----------------------------------------------
14
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇, 1,080
Trustess of the ▇▇ ▇. ▇▇▇▇▇ Faimly
Trust
------------------------------------------------ -----------------------------------------------
Reklaw and Co. 179,080
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
H. ▇▇▇▇ ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 28,120
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 405,120
------------------------------------------------ -----------------------------------------------
▇▇▇ ▇. ▇▇▇▇
------------------------------------------------ -----------------------------------------------
INVO, L.C. 135,480
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 45,600
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 29,800
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ 3,280
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Custodian for ▇▇▇ ▇. 3,240
▇▇▇▇
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Custodian for ▇▇▇▇▇ ▇▇▇▇ 3,240
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 20,680
------------------------------------------------ -----------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇ 50,360
------------------------------------------------ -----------------------------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇ 4,960
------------------------------------------------ -----------------------------------------------
J. ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 20,680
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 44,280
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 35,480
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 397,080
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 222,720
------------------------------------------------ -----------------------------------------------
B. ▇▇▇▇▇ ▇▇▇▇▇▇▇ 37,800
------------------------------------------------ -----------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 40,400
------------------------------------------------ -----------------------------------------------
A. ▇▇▇ ▇▇▇▇▇▇▇ 37,800
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Custodian for ▇▇▇▇ 46,400
▇. ▇▇▇▇▇▇▇
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 385,120
------------------------------------------------ -----------------------------------------------
2
15
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 122,360
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 64,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇ 64,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 64,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 58,000
------------------------------------------------ -----------------------------------------------
▇▇▇▇▇ ▇./▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 6,000
------------------------------------------------ -----------------------------------------------
SUBTOTAL: 378,360
------------------------------------------------ -----------------------------------------------
TOTAL: 2,303,920
------------------------------------------------ -----------------------------------------------
3
16
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇-▇
17
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇-▇
18
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇-▇
19
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇-▇
20
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
S-5
21
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
S-6
22
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇-▇
23
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇-▇
24
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇-▇
25
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
S-10
26
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-11
27
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. Bitters
S-12
28
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-13
29
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-14
30
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
S-15
31
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-16
32
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
S-17
33
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
S-18
34
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S-19
35
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S-20
36
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
S-21
37
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-22
38
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
S-23
39
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-24
40
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee of
the Wm. R. Clyde Family Trust
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee of
the Wm. R. Clyde Family Trust
S-25
41
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-26
42
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-27
43
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-28
44
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
H. ▇▇▇▇ ▇▇▇▇▇
S-29
45
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-30
46
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
S-31
47
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-32
48
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
S-33
49
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
Reklaw and Co.
By:
-------------------------
Its:
------------------------
S-34
50
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
INVO, L.C.
By:
-------------------------
Its:
------------------------
S-35
51
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
S-36
52
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
S-37
53
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
S-38
54
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Custodian
for ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
S-39
55
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Custodian
for ▇▇▇▇▇ ▇▇▇▇
S-40
56
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
S-41
57
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇ ▇. ▇▇▇▇▇
S-42
58
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇
S-43
59
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
S-44
60
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-45
61
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
S-46
62
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-47
63
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Custodian
for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-48
64
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
B. ▇▇▇▇▇ ▇▇▇▇▇▇▇
S-49
65
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S-50
66
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
A. ▇▇▇ ▇▇▇▇▇▇▇
S-51
67
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S-52
68
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
S-53
69
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇
S-54
70
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
S-55
71
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S-56
72
Counterpart Signature Page
(Attached to and forming a part of that certain
Voting Agreement made and entered into as of
November 14, 1997)
--------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S-57
73
EXHIBIT A
VOTING AGREEMENT SUPPLEMENT
VOTING AGREEMENT SUPPLEMENT (this "Supplement") to the Voting
Agreement dated as of January 1, 1998 (the "Voting Agreement") among each of the
persons named as a "Shareholder" therein. The capitalized terms used without
definition in this Supplement have the meanings specified in the Voting
Agreement.
Recitals
A. Pursuant to the Voting Agreement, Permitted Transferees and
all other transferees of Subject Shares in accordance with Section 8(c) of the
Voting Agreement are required to (i) receive and hold Subject Shares subject to
the terms of the Voting Agreement and (ii) enter into a Supplement.
B. The signatory to this Supplement (the "New Shareholder") has
acquired Subject Shares and desires to comply with the requirements
of the Voting Agreement.
NOW THEREFORE, in consideration of the agreements and promises
set forth in this Supplement and the Voting Agreement, the New Shareholder
hereby agrees with the Shareholders as follows:
1. In accordance with Section 8 of the Voting Agreement, the New
Shareholder hereby becomes a Shareholder under the Voting Agreement with the
same force and effect as if the New Shareholder were originally named as a
Shareholder in the Voting Agreement.
2. The New Shareholder hereby agrees to all of the terms and provisions of the
Voting Agreement applicable to the New Shareholder, and represents and warrants
to each of the other Shareholders that, as of the date of this Supplement, the
representations and warranties made by the New Shareholder as a Shareholder
under the Voting Agreement are true and correct.
3. Each reference to "Shareholder" or "Shareholders" in the Voting Agreement
shall be deemed to include the New Shareholder.
4. The New Shareholder hereby represents and warrants to each of
the other Shareholders that this Supplement has been duly executed and delivered
by the New Shareholder and constitutes a legal, valid and binding obligation of
the New Shareholder.
5. Except as expressly supplemented by this Supplement, the
Voting Agreement remains in full force and effect.
74
6. This Supplement shall be governed by and construed in
accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the New Shareholder has duly executed this
Supplement to the Voting Agreement as of the day and year first written above.
New Shareholder:
----------------------------
Address:
----------------------------
----------------------------
----------------------------
2