EXHIBIT 10.7
STOCKHOLDERS' VOTING AGREEMENT
THIS STOCKHOLDERS' VOTING AGREEMENT (the "Agreement") is made and
entered into effective as of the 29th day of May, 1997, between and among JOSEPH
M. HARRIS ("Harris"), VERNON B. BRANNON ("Brannon") and WILLIAM J. BLALOCK
("Blalock") (Harris, Brannon and Blalock hereinafter referred to singularly as
"Stockholder" and collectively as the "Stockholders").
R E C I T A L S:
The Stockholders are the owners and holders of certain shares of the
outstanding capital stock of HLM Design, Inc., a Delaware corporation
(hereinafter referred to as the "Corporation"). The Stockholders are entering
into this Agreement to avoid a potential division among the Stockholders and for
the purpose of assuring stability of management and continuity of business
policies during the term hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the parties hereto and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Stockholders agree
as follows:
1. Unity of Voting. The Stockholders agree to cast all of their votes
in unity with respect to all matters of "Fundamental Significance"
(as defined in Paragraph 3 below) which are submitted to the
Stockholders for vote in their capacity as stockholders of the
Corporation and, to the extent that all three (3) Stockholders
serve in the capacity of directors of the Corporation, then also
with respect to all matters of Fundamental Significance which are
submitted to the Stockholders for vote in their capacity as
directors.
2. Manner of Determining Unity. Prior to casting any vote with
respect to any matter of Fundamental Significance, the
Stockholders shall first notify one another of their respective
voting intentions. No Stockholder shall be permitted to abstain
from voting unless required by the provisions of the Corporation's
bylaws or applicable law such as, for example, in the event of a
conflict of interest. In the event the Stockholders are not in
unanimous agreement with respect to any particular matter to be
voted upon, then the vote of two-thirds (2/3) of the Stockholders
shall be deemed to be the agreed upon vote of all of the
Stockholders, and the Stockholder who is not in agreement with the
other two (2) shall nevertheless cast all of his votes in unity
therewith.
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3. Matters of Fundamental Significance. For the purposes of this
Agreement, matters of "Fundamental Significance" shall mean and include any and
all matters pertaining to one (1) or more of the following:
(a) The issuance, exercise, purchase or redemption by the Corporation of
any capital stock, stock warrant, stock option or debenture of the
Corporation;
(b) The formation, acquisition or divestiture by the Corporation of any
business entity, whether in the form of a division, subsidiary or other
affiliated or non-affiliated entity;
(c) The incurring of indebtedness, directly or indirectly (including,
without way of limitation, the guaranty of debt of any other person or
entity) by the Corporation, or the modification of any such existing
indebtedness or instrument; or
(d) The merger, share exchange, or dissolution of the Corporation, or any
sale of the Corporation's assets other than in the ordinary course of
business.
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4. Legend. So long as this Agreement remains in effect, there shall be
noted conspicuously upon each certificate representing shares of Common Stock
owned by the Stockholders the following statement:
"THE VOTING OF THIS SECURITY IS SUBJECT TO RESTRICTIONS
CONTAINED IN A STOCKHOLDERS' VOTING AGREEMENT DATED AS OF THE
29TH DAY OF MAY, 1997, AS THE SAME MAY BE AMENDED FRO TIME TO
TIME, TO WHICH THE HOLDER OF THIS SECURITY IS A PARTY, AND
THIS SECURITY SHALL NOT BE VOTED EXCEPT IN COMPLIANCE WITH
SAID AGREEMENT, A COPY OF SAID AGREEMENT IS ON FILE WITH THE
COMPANY."
5. Termination. This Agreement shall terminate upon the occurrence of
any of the following events:
(a) Cessation of the Corporation's business;
(b) Bankruptcy, receivership or dissolution of the
Corporation; or
(c) The voluntary agreement of all parties who are then bound
by the terms hereof.
Upon the termination of this Agreement, each Stockholder shall
surrender to the Corporation the certificates for all of his
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capital stock and the Corporation shall issue to such Stockholder, in lieu
thereof, new certificates for an equal number of shares of capital stock without
the legend provided in Paragraph 4 above.
6. Notices. All notices required to be given hereunder shall be given
by hand delivery or certified mail to the parties hereto at the addresses listed
below, or at such other address as may be stated from time to time, and shall be
deemed delivered upon receipt, in the event of hand delivery, or upon deposit in
the United States mail, postage prepaid:
To the
Corporation: HLM Design, Inc.
121 West Trade Street, Suite 2950
Charlotte, NC 28202
ATTN: Vernon B. Brannon
With a Copy to: Shirley J. Linn, Esq.
Underwood Kinsey Warren & Tucker, P.A.
2020 Charlotte Plaza
201 S. College Street
Charlotte, NC 28244-2020
To Harris: Joseph M. Harris
21120 Blakely Shores Drive
Davidson, NC 28031
To Brannon: Vernon B. Brannon
5301 Mirabell Road
Charlotte, NC 28226
To Blalock: William J. Blalock
133 Laurens Street S.W.
Aiken, SC 29801
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7. Binding Effect. This Agreement shall be binding not only upon the
parties hereto, but also upon their heirs, executors, agents,
powers of attorney, personal representatives, successors,
transferees and/or permitted assigns; and the parties hereby agree
for themselves and their heirs, executors, agents, powers of
attorney, personal representatives, successors, transferees and/or
permitted assigns, to execute any instruments and to perform any
acts which may be necessary or proper to carry out the purposes of
this Agreement. This Agreement may be amended or modified only by
a unanimous vote of all parties then bound hereunder.
8. Applicable Law. This Agreement shall be governed by the laws of the
State of North Carolina and constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed and sealed, effective as of the day and year first above written.
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/s/ Joseph M. Harris (SEAL)
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JOSEPH M. HARRIS
/s/ Vernon B. Brannon (SEAL)
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VERNON B. BRANNON
/s/ William J. Blalock (SEAL)
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WILLIAM J. BLALOCK
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