EXHIBIT 10.15
VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 3, 1998 (this "Agreement"),
among Robert Hausman, Lester Gann, Ronald Wilhelm, Stephen Rosedale, Yucatan
Holdings, Connie Steinmetz, Strategic Capital Holdings, Inc. and Arizona
Development Corporation (collectively, the "Shareholders").
WHEREAS, Coventry Industries Corp., a Florida corporation ("Coventry"),
BSD Healthcare Industries, Inc. ("BSD"), People First Staffing, LLC ("PF") and
the shareholders and members of BSD and PF have entered into an Exchange
Agreement dated as of September 29, 1998 (the "Exchange Agreement") pursuant to
which 80.1% of the outstanding equity of BSD and PF will be exchanged for 80.1%
of the outstanding common stock of Coventry (the "Exchange"); and
WHEREAS, as of the date hereof, the Shareholders are the beneficial
owners of 3,777,961 shares of Coventry's common stock, par value $.001 per share
("Coventry Common Stock") and each Shareholder owns of record and beneficially
the number of shares of Coventry Common Stock set forth on Schedule A hereto;
WHEREAS, approval of the Exchange Agreement and the issuance of in
excess of 19.9% of Coventry Common Stock by Coventry's Shareholders at a
Shareholders meeting (the "Shareholder Meeting") is a condition to the
consummation of the Exchange;
WHEREAS, certain Shareholders of Coventry have requested that the
Shareholders enter into this Agreement and such Shareholders have agreed to
enter into this Agreement to vote in favor of the Exchange and certain other
events;
WHEREAS, in order to effectuate the Exchange, the Shareholders have
agreed, among other things, to enter into this Agreement with respect to all of
the shares of Coventry Common Stock now owned and which may hereafter be
acquired by the Shareholders (the "Shares").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
ARTICLE I
VOTING OF SHARES
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SECTION 1.01. Voting Agreement. (a) During the term of this Agreement, the
Shareholders agree to attend the Shareholder Meeting or any other shareholder
meeting in person or by proxy, and to vote (or cause to be voted) all Shares,
and any other voting securities of Coventry, whether issued heretofore or
hereafter, that the Shareholder beneficially owns or has the right to vote for
approval and adoption of the Exchange Agreement (as amended from time to time),
the Exchange, the other transactions contemplated by the Exchange Agreement and
any other transactions or items recommended by Coventry's Board of Directors,
with such agreement to vote to apply also to any adjournment of the Shareholder
Meeting.
(b) Except as provided in this Agreement and during the term of this
Agreement, the Shareholders shall not, directly or indirectly, grant any proxy
or power of attorney with respect to the Shares, deposit any of such Shares into
a voting trust or enter into any voting agreement or arrangement inconsistent
with this Agreement.
(c) During the term of this Agreement, each Shareholder agrees that,
without the prior written consent of Coventry, such Shareholder shall not,
directly or indirectly, sell, offer to sell, grant any option for the sale of,
pledge, assign, hypothecate, tender or otherwise transfer or dispose of, or
enter into any agreement to do any of the foregoing with respect to, any Shares
or any other voting securities of Coventry that the Shareholder beneficially
owns except to a purchaser who agrees in writing prior to such acquisition to be
bound by the terms of this Agreement with respect to the Shares being acquired
by such purchaser.
(d) During the term of this Agreement, each Shareholder agrees to vote
(or cause to be voted) all Shares, and any other voting securities of the
Company, whether issued heretofore or hereafter, that he beneficially owns or
has the right to vote against any action or agreement that could result in a
material breach of any covenant, representation or warranty or any other
obligation or agreement of Coventry, BSD or PF under the Exchange Agreement or
that could result in any of the conditions to the obligations of Coventry, BSD
or PF under the Exchange Agreement not being fulfilled.
SECTION 1.02. Irrevocable Proxy. Each Shareholder hereby irrevocably
appoints Ronald Wilheim, until termination of this Agreement, as the
Shareholder's attorney and proxy pursuant to the provisions of Section 607.0731
of the Florida Business Corporation Act, with full power of substitution, to
vote, and otherwise act (by written consent or otherwise) with respect to the
Shares which the Shareholder is entitled to vote at any shareholder meeting
(whether annual or special and whether or not an adjourned or postponed meeting)
or consent in lieu of any such meeting or otherwise, only on the specific
matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER
OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder hereby
revokes all other proxies and powers of attorney with respect to the Shares
which the Shareholder may have heretofore appointed or granted, and no
subsequent proxy or power of attorney shall be given or written consent executed
(and if given or executed, shall not be effective) by the Shareholder with
respect thereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
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Each Shareholder hereby represents and warrants to Coventry and the
other Shareholders as follows:
SECTION 2.01. Authority Relative to This Agreement. This Agreement has
been duly and validly executed and delivered by the Shareholder and, assuming
the due authorization, execution and delivery by Coventry, constitutes a legal,
valid and binding obligation of the Shareholder, enforceable against the
Shareholder in accordance with its terms, except to the extent that its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization
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or other laws affecting the enforcement of creditors' rights generally or by
general equitable principles.
SECTION 2.02. No Conflict. (a) The execution and delivery of this
Agreement by the Shareholder does not, and the performance of this Agreement by
the Shareholder shall not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder is bound, or (ii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the Shares pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Shareholder is party or by which the
Shareholder is bound or affected, except, in the case of the foregoing, for any
such conflicts, violations, breaches, defaults or other occurrences which would
not prevent or materially delay the performance by Shareholder of its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by the Shareholder
does not, and the performance of this Agreement by the Shareholder shall not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any domestic governmental or regulatory authority, except for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended.
SECTION 2.03. Title to the Shares. The Shareholder hereby represents
that (a) as of the date hereof, the Shareholder is either the record owner or
the beneficial owner of the number of shares of Coventry Common Stock set forth
on Exhibit A hereto, and (b) except as provided by this Agreement as of the date
hereof and at any Shareholder Meeting held during the term of this Agreement,
the Shareholder has, and shall have, the ability to vote all of the Shares in
accordance with Section 1.01 of this Agreement. Except as provided in this
Agreement, the Shareholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Shares.
ARTICLE III
MISCELLANEOUS
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SECTION 3.01. Termination. This Agreement shall terminate upon the
earlier of (a) the termination of the Exchange Agreement or (b) the consummation
of the Exchange, in each case in accordance with the terms and conditions of the
Exchange Agreement.
SECTION 3.02. Enforcement of Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction to prevent any breach of this Agreement and to enforce
specifically the terms and provisions hereof in any Florida court, this being in
addition to any other remedy to which they are entitled at law or in equity.
SECTION 3.03. Successors and Affiliates.This Agreement shall inure to
the benefit and shall be binding upon the parties hereto and their respective
successors, assigns,
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heirs, executors, administrators and representatives. If any person shall
acquire additional Shares from a Shareholder in any manner, whether by operation
of law or otherwise, such Shares shall be held subject to all of the terms of
this Agreement, and by taking and holding such Shares, such person shall be
conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement. Without limiting the foregoing, each
Shareholder specifically agrees that its obligations hereunder shall not be
terminated by operation of law.
SECTION 3.04. Entire Agreement.This Agreement constitutes the entire
agreement among the Shareholders with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the Shareholders with respect to the subject matter hereof.
SECTION 3.05. Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
SECTION 3.06. Waivers. Except as provided in this Agreement, no action
taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranties, covenants or agreements contained in this Agreement. The waiver by
any party hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any other
provision hereunder.
SECTION 3.07. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
SECTION 3.08. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida regardless of the
laws that might otherwise govern under applicable principles of conflicts of
law.
SECTION 3.09. Counterparts. This Agreement may be executed in
counterparts by manual or facsimile signature of each undersigned party, and all
such counterparts shall be deemed to constitute one and the same instrument.
SECTION 3.10. Notices. All notices, requests, claims, demands or other
communications under this Agreement shall be in writing and shall be deemed to
have been effectively given when delivered personally, when dispatched by
electronic facsimile transmission (with receipt thereof electronically
confirmed) or one day after having been sent by overnight courier to the parties
at the addresses set forth on the signature pages hereto (or such other address
for a party as shall be specified by like notice).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date hereof.
ROBERT HAUSMAN STEPHEN ROSEDALE
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Address Address::
LESTER GANN YUCATAN HOLDINGS
By:
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Address: Name:
Address:
RONALD WILHELM CONNIE STEINMETZ
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Address: Address:
STRATEGIC CAPITAL ARIZONA DEVELOPMENT CORP.
HOLDINGS, INC.
By: By:
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Name Name:
Address: Address:
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SCHEDULE A
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Name Number of Shares
- ---- ----------------
Robert Hausman 718,380
Lester Gann 728,581
Ronald Wilhelm 189,200
Stephen Rosedale 756,800
Yucatan Holdings 250,000
Connie Steinmetz 145,000
Strategic Capital Holdings, Inc. 250,000
Arizona Development Corp. 120,000
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