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EXHIBIT 10.6
IRREVOCABLE PROXY AND VOTING AGREEMENT
COVERING PREFERRED STOCK OF VISTA LASER CENTERS OF THE PACIFIC, INC.
This IRREVOCABLE PROXY and VOTING AGREEMENT (this "Proxy") is executed
as of April 23, 1996, by VISTA TECHNOLOGIES INC., a Nevada corporation (the
"Stockholder"), in favor of THE DULY ELECTED AND ACTING BOARD OF DIRECTORS OF
VISTA LASER CENTERS OF THE PACIFIC, INC., a Nevada corporation ("PROXYHOLDER"),
with reference to all shares of voting capital stock in VISTA LASER CENTERS OF
THE PACIFIC, INC., a Nevada corporation (the "Corporation"), owned of record and
beneficially by the Stockholder (all of such shares of voting stock being herein
called the "Voting Shares"). Any other voting capital stock of the Corporation
hereafter received by the Stockholder as a result of acquisition or conversion
or reclassification of such Voting Shares into another class of stock or as a
result of stock dividends or other distributions with respect to the Voting
Shares shall be subject to this Proxy and included within the definition of
Voting Shares for the purposes hereof.
WHEREAS, the parties hereto believe it to be essential to their
respective interests and to the interests of the Corporation to assure
continuity of the policies and management of the Corporation by having the
Voting Shares of the Corporation subject to this Proxy and voted and dealt with
as herein provided for the period of time specified herein;
NOW, THEREFORE, and in consideration of the premises and of the
covenants and agreements herein contained, it is mutually agreed as follows:
SECTION 1. GRANT OF PROXY. The undersigned Stockholder, acting in
consideration of the investment of the Corporation in the Stockholder, HEREBY
APPOINTS the PROXYHOLDER as the true and lawful attorney-in-fact, agent and
proxy of the undersigned Stockholder, with full power of substitution, to vote
all shares of the Corporation's common stock and any other Voting Shares which
the undersigned Stockholder may be entitled to vote at any meeting of
stockholders of the Corporation, or otherwise, and at any adjournment thereof,
with all powers which the undersigned Stockholder would possess if personally
present, including the right to vote, give consents and execute waivers in
respect to all matters, whether or not in the ordinary course of business of the
Corporation. The proxy granted by this Section 1 shall be personal to the
PROXYHOLDER and may not be assigned or transferred by the PROXYHOLDER to any
other party.
SECTION 2. IRREVOCABLE NATURE AND TERM OF THIS PROXY. This proxy,
having been granted in consideration of the investment of the Corporation in
shares of the common stock of the Stockholder, shall be deemed a proxy coupled
with an interest and shall be irrevocable until five years after the date of
this Agreement.
SECTION 3. OWNERSHIP OF, AND RESTRICTIONS UPON, PROXY SHARES. The
undersigned Stockholder hereby represents and warrants that (a) the undersigned
Stockholder owns of record and beneficially 500,000 shares of the Corporation's
Series B preferred stock; and (b) the undersigned Stockholder has not granted,
and for the term hereof will not grant, any proxy or other voting interest with
respect to such shares to any other party. Nothing herein shall be construed to
prohibit the sale, assignment or other disposition of all, or any portion from
time to time, of the Voting Shares by the Stockholder to an unaffiliated third
party in a bona fide sale transaction free and clear of the provisions of this
Proxy.
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SECTION 5. LEGEND. The undersigned Stockholder agrees to cause the
certificates evidencing the Voting Shares to be promptly imprinted with a legend
referring to the proxy and voting agreement imposed by this Proxy agreement and
to furnish evidence thereof to the PROXYHOLDER and the Corporation.
SECTION 6. FILING OF PROXY. The undersigned Stockholder authorizes and
directs the PROXYHOLDER to file this Proxy with the Secretary of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"STOCKHOLDER" VISTA TECHNOLOGIES INC.
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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THE UNDERSIGNED CORPORATION HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF
THE ABOVE IRREVOCABLE PROXY AND VOTING AGREEMENT
"CORPORATION" VISTA LASER CENTERS OF THE PACIFIC, INC.
By:_____________________________________
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman
LEGEND TO BE IMPRINTED ON THE VOTING SHARE CERTIFICATES AND ANY REISSUANCE(S) OR
CONVERSION THEREOF INTO COMMON STOCK AND STOCK DIVIDENDS OR OTHER VISING
SECURITIES DISTRIBUTED WITH RESPECT THERETO:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
IRREVOCABLE PROXY AND VOTING AGREEMENT EXECUTED BY THE REGISTERED
HOLDER OF THIS CERTIFICATE IN FAVOR OF THE BOARD OF DIRECTORS OF THE
CORPORATION. A COPY MAY BE OBTAINED FROM THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.
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