EXHIBIT 9.1
Irrevocable Proxy Agreement
This Agreement, entered into this _____ day of _____ 2005, is by and
between ▇▇▇▇▇ ▇▇▇▇▇▇▇, (hereinafter the "Proxyholder") and ____________, a
shareholder of the Liquid Group (hereinafter the "Stockholder").
Recitals
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Whereas, the Company is in the process of restructuring and
recapitalizing itself to enhance its business prospects and operations;
Whereas, the Stockholder has agreed to provide services to the
Company, either in the capacity of an employee or as a consultant;
Whereas, the Proxyholder is the President and Chief Executive Officer
of the Company and is essential to the organization of the Company; and
Whereas, the Stockholder is willing to grant to the Proxyholder the
right to vote the shares owned by such party for a limited period of time
in order to allow Proxyholder the opportunity to restructure and
recapitalize the company;
Now, therefore, in consideration of the mutual terms and conditions
set forth herein, and for other consideration the sufficiency and receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Issuance of Proxy.
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Except as limited herein, the Stockholder hereby irrevocably
constitutes and appoints Proxyholder the true and lawful attorney, agent
and proxy, with full power of substitution, of the Stockholder for the
period hereinafter defined, for and in the name, place and stead of the
Stockholder, TO VOTE ALL SHARES OF THE COMPANY NOW OR HEREAFTER OWNED BY
THE STOCKHOLDER WHETHER OF RECORD OR BENEFICIALLY AND ALL SHARES IN WHICH
THE STOCKHOLDER NOW OR HEREAFTER MAY HAVE ANY LEGAL OR BENEFICIAL INTEREST,
TO VOTE SUCH SHARES OF STOCK AT ANY AND ALL MEETINGS OF THE SHAREHOLDERS OF
THE COMPANY, WHETHER REGULAR OR SPECIAL, AND AT ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF, AND TO EXECUTE WITH RESPECT TO SAID SHARES OF STOCK
ANY AND ALL INSTRUMENTS, CONSENTS, DIRECTIONS OR OTHER DOCUMENTS RELATIVE
TO THE CORPORATE AFFAIRS OF THE COMPANY OR CALLING FOR THE APPROVAL OR
DISAPPROVAL OF ANY CORPORATE ACT OR TRANSACTION BY THE SHAREHOLDERS OF THE
COMPANY.
2. Term.
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The term of this Agreement shall commence on the date first
written above and shall be in effect for TWO (2) YEARS from the date
hereof.
3. Stock Transfer Records.
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Each of the stock certificates to which this irrevocable proxy
shall apply shall be designated as subject to this irrevocable proxy on the
transfer records of the Company.
4. Proxy Coupled with an Interest.
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This proxy is being given in conjunction with the organization of
the Company, including the entering into either an employment or consulting
agreement with the Stockholder. For this reason, among others, the
Stockholder acknowledges and declares that, (a) this Agreement and the
proxy hereby granted are irrevocable for the term set forth herein, and (b)
the proxy granted hereby is coupled with an interest.
5. Assignment, Etc. of Shares.
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During the term of this Agreement the Stockholder shall not sell,
assign, pledge, hypothecate, or transfer any of the Shares unless the party
purchasing, receiving, or obtaining an interest in such Shares agrees in
writing to be bound by the terms of this Agreement; provided however, that
if any of the Shares are sold in a broker transaction in which the
Stockholder shall not solicit or arrange for the solicitation of orders to
buy the Shares in anticipation of or in connection with such transaction,
the terms of this Agreement shall cease as to the Shares so sold.
6. Representations and Warranties of the Stockholder.
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The Stockholder represents and warrants that said shares are
owned free and clear of all liens, encumbrances, other proxies, charges and
assessments of every nature and subject to no restrictions with respect to
transferability, and that, except for this Agreement, there are no
outstanding options, contracts, calls, commitments, agreements, voting
agreements, or demands of any character relating to the foregoing shares of
the Company.
7. Default.
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Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by statute.
8. Governing Law.
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This Agreement and the rights and duties of the parties hereto
shall be construed and determined in accordance with the laws of the State
of California, and any and all actions to enforce the provisions of this
Agreement, shall be brought in a court of competent jurisdiction in the
State of California and in no other place.
9. Successors and Assigns.
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This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, executors, administrators,
successors and assigns.
10. Partial Invalidity.
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If any term, covenant, condition, or provision of this Agreement
or the application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other
than those as to which it is held to be invalid or unenforceable shall not
be affected thereby and each term, covenant, condition, or provision of
this Agreement shall be valid and shall be enforceable to the fullest
extent permitted by law.
11. Interpretation of Agreement.
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This Agreement shall be interpreted and construed as if equally
drafted by all parties hereto.
12. Amendment.
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This Agreement or any provision hereof may not be changed,
waived, terminated, or discharged except by means of a written supplemental
instrument signed by the party or parties against whom enforcement of the
change, waiver, termination, or discharge is sought.
13. Full Knowledge.
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By their signatures, the parties acknowledge that they have
carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been
advised to obtain counsel, and that each party has freely agreed to be
bound by the terms and conditions of this Agreement.
14. Headings.
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The descriptive headings of the various paragraphs or parts of
this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
15. Counterparts.
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This Agreement may be executed in any number of counterparts and
all such counterparts taken together shall be deemed to constitute one
instrument. Delivery of an executed counterpart of this Agreement by
facsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed
counterpart of this Agreement by facsimile also shall deliver a manually
executed counterpart of this Agreement, but the failure to deliver a
manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.
In Witness Whereof, the undersigned have executed this Agreement
the day and year first above written.
Proxyholder: ____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Stockholder: ____________________________________
Schedule of Persons Granting Proxies
Name Date of Proxy Agreement
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▇▇▇ ▇▇▇▇▇▇ August 11, 2005
▇▇▇▇▇ ▇▇▇▇ August 1, 2005
▇▇▇▇ Chess ▇▇▇▇▇ May 17, 2005
▇▇▇▇▇ ▇▇▇▇▇▇ April 25, 2005
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chardakov August 12, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Inc. August 10, 2005
▇▇▇▇▇ ▇▇▇▇▇▇ May 17, 2005
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ May 17, 2005
▇▇▇ ▇▇▇▇▇ August 19, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mihaylov August 12, 2005
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ August 12, 2005
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ August 10, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ June 16, 2005
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ July 8, 2005
▇▇▇▇▇ ▇▇▇▇▇▇▇ August 6, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇ June 1, 2005
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ June 5, 2005
▇▇▇▇▇ ▇▇▇▇▇ August 1, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇ June 1, 2005
▇▇ ▇▇▇▇▇▇▇▇▇ III August 1, 2005
▇▇▇▇ ▇▇▇▇▇▇▇ Velichkov August 12, 2005
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust June 1, 2005