Attached files
| file | filename |
|---|---|
| 8-K - Investview, Inc. | v197369_8k.htm |
| EX-10.2 - Investview, Inc. | v197369_ex10-2.htm |
| EX-10.1 - Investview, Inc. | v197369_ex10-1.htm |
| EX-10.5 - Investview, Inc. | v197369_ex10-5.htm |
| EX-10.6 - Investview, Inc. | v197369_ex10-6.htm |
| EX-10.3 - Investview, Inc. | v197369_ex10-3.htm |
VOTING
AGREEMENT
VOTING
AGREEMENT, dated as of September 23, 2010, (this “Agreement”), by and between
Global Investor Services, Inc., a Nevada corporation (“Global” or the “Company”) and The
Cougar Group (“Principal
Shareholder”).
WHEREAS, as of the date
hereof, Principal Shareholder owns 120,000,000 shares (the “Shares”) of the
Common Stock, $0.001 par value (the “Company Common
Stock”), of Global that have been acquired pursuant to that certain Sales
Agency Agreement between the Company and Principal Shareholder dated the same
date hereof (the “Sales
Agreement”);
WHEREAS, as a condition to its
willingness to enter into the Sales Agreement, Global has required that
Principal Shareholder execute and deliver this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants
and agreements contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Definitions. For
purposes of this Agreement, capitalized terms used and not defined herein shall
have the respective meanings ascribed to them in the Sales
Agreement.
2. Representations of Principal
Shareholder.
(a)
Principal Shareholder hereby represents and warrants to Global as
follows:
(i)
Principal Shareholder is the record and beneficial owner (for purposes of this
Agreement, such term shall have the meaning set forth in Rule 13d-3 under the
Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules and regulations promulgated thereunder, but without regard to any
conditions (including the passage of time) to the acquisition of such shares)
of, and has good and valid and marketable title to, the Shares.
(ii) As
of the date hereof, Principal Shareholder is not the record or beneficial owner
of any shares of Company Common Stock or other voting securities or instruments
of the Company, other than the Shares.
(iii)
Principal Shareholder has all requisite power and authority necessary to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby.
(iv) This
Agreement has been duly executed and delivered by Principal Shareholder and this
Agreement constitutes a valid and binding agreement of Principal Shareholder,
enforceable against Principal Shareholder in accordance with its
terms.
(v) Other
than as required or permitted by this Agreement, the Shares are now and shall at
all times during the term of this Agreement be owned of record by Principal
Shareholder, free and clear of all pledges, liens, proxies, claims, charges,
security interests, preemptive rights, voting trusts, voting agreements,
options, rights of first offer or refusal and any other encumbrances or
arrangements whatsoever with respect to the ownership, transfer or voting of the
Shares in any such case that would, individually or in the aggregate, reasonably
be expected to materially impair the ability of Principal Shareholder to perform
his obligations under this Agreement or prevent or delay the consummation of any
of the transactions contemplated by this Agreement, and there are no outstanding
options, warrants or rights to purchase or acquire, or agreements or
arrangements relating to the voting of, any of the Shares other than this
Agreement.
(vi) The
execution and delivery of this Agreement by Principal Shareholder and the
performance by Principal Shareholder of its obligations hereunder will not
(including with notice or lapse of time or both):
(1)
require any consent, approval, order, authorization or permit of, or
registration or filing with or notification to, any Governmental Entity or other
party;
(2)
result in any violation or the breach of, or constitute a default under, or give
rise to any right of termination, cancellation or acceleration or any payments
under, or result in a loss of a benefit or in the creation or imposition of a
lien under, any of the terms, conditions or provisions of any note, lease,
mortgage, indenture, license, agreement or other instrument or obligation to
which Principal Shareholder is a party or by which Principal Shareholder or any
of its assets is bound that would, individually or in the aggregate, reasonably
be expected to materially impair the ability of Principal Shareholder to
perform his obligations under this Agreement or prevent or delay the
consummation of any of the transactions contemplated by this Agreement;
or
(3)
violate the provisions of any order, writ, injunction, judgment, decree,
statute, rule or regulation applicable to Principal Shareholder in such a manner
as would, individually or in the aggregate, reasonably be expected to materially
impair the ability of Principal Shareholder to perform his obligations under
this Agreement or prevent or delay the consummation of any of the transactions
contemplated by this Agreement.
(vii)
Principal Shareholder acknowledges receipt and review of the Sales Agreement and
understands the terms and conditions thereof. Principal Shareholder has had the
opportunity to review this Agreement and the Sales Agreement with counsel of its
own choosing. Principal Shareholder understands and acknowledges that Global is
entering into the Sales Agreement in reliance upon Principal Shareholder’s
execution, delivery and performance of this Agreement.
(b)
Except where expressly stated to be given as of the date hereof only, the
representations and warranties contained in this Agreement shall be made as of
the date hereof and as of each date from the date hereof through and including
the date of termination of this Agreement.
3. Agreement to Vote
Shares.
(a) As
long as Principal Shareholder is the owner of the Shares, Principal Stockholder
agrees to: (i) appear (in person or by proxy) at any annual or special
meeting of the shareholders of the Company for the purpose of obtaining a
quorum; and (ii) vote (or, if requested, execute proxies), or execute a
written consent or consents if shareholders of the Company are requested to vote
their shares through the execution of an action by written consent in lieu of
any such annual or special meeting of shareholders of the Company in favor of
approval of all items as directed by Nicholas Maturo and Ryan Smith, at every
meeting (or in connection with any action by written consent) of the
shareholders of the Company at which such matters are considered and at every
adjournment or postponement thereof; (b) against all items as directed by
Nicholas Maturo and Ryan Smith.
(b) In
furtherance of the covenants set forth in Sections 3(a) hereof, upon execution
of this Agreement, Principal Shareholder shall deliver to Global a proxy
authorizing Nicholas Maturo and Ryan Smith to vote the Shares in accordance with
Section 3(a) of this Agreement, in the form of Annex A attached
hereto for a period commencing on the date of this Agreement continuing through
the release of the Shares in accordance with the Escrow Agreement entered by and
between Global, Principal Shareholder and Law Offices of Stephen M. Fleming PLLC
as of the date hereof (the “Escrow”). However, if the amount of
Shares is less than 120,000,000 Shares held in Escrow, then the Proxy shall
continue to be enforceable for the balance of the Shares still in
Escrow. For example, if 20,000,000 of the Shares are released from
Escrow to the Principal Shareholder, then the proxy shall continue in place for
the remaining 100,000,000 Shares.
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4. Transfer and
Encumbrance. Subject to the terms of this Agreement, for a period
beginning on the date hereof and continuing until the Shares are released from
Escrow, Principal Shareholder agrees not to, directly or indirectly, transfer,
sell, offer, hypothecate, assign, pledge or otherwise dispose of or encumber
(“Transfer”)
unless the Company consents to such Transfer in writing which such consent may
be unreasonably withheld, or enter into any contract, option or other agreement
with respect to, or consent to, a Transfer of, any of the Shares or Principal
Shareholder’s voting or economic interest therein. Subject to the terms of this
Agreement, during the term of this Agreement, Principal Shareholder agrees not
to (i) grant any proxies, options or rights of first offer or refusal with
respect to any of the Shares, (ii) permit any Shares to become subject to,
any new pledges, liens, preemptive rights, security interests, claims, charges
or other encumbrances or arrangements or (iii) enter into any voting
agreement, voting trust or other voting arrangement with respect to any of the
Shares.
5. Additional Covenant of
Principal Shareholder. Principal Shareholder shall notify Global of any
development occurring after the date of this Agreement that causes, or that
would reasonably be expected to cause, any breach of any of the representations
and warranties set forth in Section 2 hereof.
6. Specific Performance.
Each party hereto acknowledges that it will be impossible to measure in money
the damages to the other parties if a party hereto fails to comply with any of
the obligations imposed by this Agreement, that every such obligation is
material and that, in the event of any such failure, the other parties will not
have an adequate remedy at law or in damages. Accordingly, each party hereto
agrees that injunctive relief or any other equitable remedy, in addition to
remedies at law or in damages, is the appropriate remedy for any such failure
and will not oppose the granting of such relief on the basis that the other
party has an adequate remedy at law or in damages. Each party hereto agrees that
it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party’s seeking or obtaining such
equitable relief.
7. Successors and
Assigns. This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by the parties hereto and their respective successors,
assigns, heirs and devises, as applicable; and, other than in respect of
Section 7, nothing in this Agreement, express or implied, is intended to
confer upon any other Person any rights or remedies of any nature whatsoever
under or by reason of this Agreement. This Agreement shall not be assignable
without the written consent of the other party hereto, except that Global may
assign, in its sole discretion, all or any of its rights, interests and
obligations hereunder to any of its Affiliates.
8. Termination. This
Agreement will terminate automatically, without any action on the part of any
party hereto, on the earlier of (a) the sale of the Shares by Principal
Shareholder into the open market and (b) at any time upon notice
by Global to Principal Shareholder.
9. Entire Agreement.
This Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
10. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York applicable to contracts executed and fully
performed within the State of New York, without regard to the conflicts of laws
provisions thereof.
11. Jurisdiction; Waiver of
Venue. Each of the parties hereto irrevocably and unconditionally
(i) agrees that any legal suit, action or proceeding brought by any party
hereto arising out of or based upon this Agreement or the transactions
contemplated hereby may be brought in the Courts of the State of New York or the
United States District Court for the Southern District of New York (each, a
“Designated
Court”), (ii) waives, to the fullest extent it may effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any such proceeding brought in any Designated Court, and any claim that any such
action or proceeding brought in any Designated Court has been brought in an
inconvenient forum, and (iii) submits to the non-exclusive jurisdiction of
Designated Courts in any suit, action or proceeding. Each of the parties agrees
that a judgment in any suit, action or proceeding brought in a Designated Court
shall be conclusive and binding upon it and may be enforced in any other courts
to whose jurisdiction it is or may be subject, by suit upon such
judgment.
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12. Notices. All notices
and other communications hereunder shall be in writing and shall be deemed given
upon receipt by the parties at the last known address for each
party.
13. Severability. This
Agreement shall be deemed severable; the invalidity or unenforceability of any
term or provision of this Agreement shall not affect the validity or
enforceability of the balance of this Agreement or of any other term hereof,
which shall remain in full force and effect. If any of the provisions hereof are
determined to be invalid or unenforceable, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible.
14. Modification. No
supplement, modification or amendment of this Agreement will be binding unless
made in a written instrument that is signed by all of the parties hereto and
that specifically refers to this Agreement.
15. Counterparts. This
Agreement may be executed in counterparts, all of which shall be considered one
and the same agreement and shall become effective when such counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
16. Headings. All Section
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first written above.
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Global
Investor Services, Inc.
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By:
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/s/
Nicholas Maturo
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Name:
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Nicholas
Maturo
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Title:
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Chief
Executive Officer
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PRINCIPAL
SHAREHOLDER:
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The
Cougar Group
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By:/s/
David C. Fender
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Name:
David C. Fender
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Title:
CEO
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4
ANNEX A
FORM OF
IRREVOCABLE PROXY
The
undersigned is a party to the Voting Agreement, dated as of September 22, 2010
(the “Voting
Agreement”), by and between Global Investor Services, Inc., a Nevada
corporation, and the undersigned.
The
undersigned hereby revokes any previous proxies previously granted with respect
to any Shares (as defined in the Voting Agreement) and appoints Nicholas Maturo,
Ryan Smith, and any individual who shall be designated by Global, with full
power of substitution and resubstitution, as attorney-in-fact and proxy of the
undersigned to attend any and all meetings of shareholders (and any adjournments
or postponements thereof) of Global, solely to vote all Shares (as defined in
the Voting Agreement) in accordance with the terms of the Voting Agreement.
Capitalized terms used and not defined herein have the respective meanings
ascribed to them in the Voting Agreement.
This
proxy has been granted pursuant to Section 3 of the Voting Agreement. This
proxy shall be deemed to be a proxy coupled with an interest and is irrevocable
during the term of the Voting Agreement to the fullest extent permitted under
New York law, and except that such proxy shall terminate upon the termination of
the Voting Agreement.
The
undersigned authorizes such attorney and proxy to substitute any other person to
act hereunder, to revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the Company.
Dated:
September 23, 2010
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The
Cougar Group
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By:
/s/David C. Fender
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Name:
David C. Fender
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Title: CEO
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