Shareholder Voting Agreement - Digital Investors LLC, Richard Craven, Byron Shaffer and RSI Systems Inc.
SHAREHOLDER VOTING AGREEMENT
THIS AGREEMENT, effective this 23rd day of February, 2001, by and
between Digital Investors, L.L.C., a limited liability company duly organized
and existing pursuant to the laws of the state of Nevada (the "Investor"),
Richard Craven ("Craven") and Byron Shaffer ("Shaffer") (Craven and Shaffer are
hereinafter sometimes individually referred to as a "Shareholder" and
collectively as the "Shareholders"), and RSI Systems, Inc., a corporation duly
organized and existing pursuant to the laws of the state of Minnesota (the
"Corporation").
INTRODUCTION
1. The Shareholders own an equity interest in the Corporation.
2. The Investor has purchased an equity interest in the Corporation and
has the right to purchase additional shares thereunder subject to the approval
of the shareholders of the Corporation.
3. The Corporation has agreed to hold a special meeting of its
shareholders to call to a vote a resolution that would authorize and approve
certain matters required in order to allow Investor to consummate the complete
investment.
4. The Investor and the Shareholders have agreed to certain matters
with respect to ensuring that the shares of the capital stock of the Corporation
owned by the Shareholders will be voted in favor of the approval of all such
resolutions.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises contained herein, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
STOCK
1.1 STOCK SUBJECT TO AGREEMENT. All of the shares of common stock, par
value $0.01 per share, of the Corporation (the "Stock") owned by each of the
Shareholders are made subject to the terms and provisions of this Agreement. Any
additional Stock of the Corporation acquired by the Shareholders either by
purchase, dividend or otherwise, shall be subject to this Agreement.
Notwithstanding any other provision of this Agreement, this Agreement shall not
prohibit or restrict in any manner the right of either Shareholder at any time
to sell, transfer, pledge or otherwise dispose of any or all of the Stock owned
by such Shareholder in each case free of the voting agreements and proxy set
forth in this Agreement.
ARTICLE II
APPROVAL OF TRANSACTIONS
2.1 From and at all times after the date hereof and until the
expiration of this Agreement, Craven and Schaffer agree that they will vote (or
cause to be voted) all shares of the Capital Stock of the Corporation now owned
or held or hereafter acquired by them, directly or indirectly, in favor of
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all proposed resolutions or motions contemplated or necessary to approve and
authorize all transactions contemplated by the Stock Purchase Agreement of even
date herewith entered into by and between the Investor and the Corporation.
2.2 The Agreement set forth in this Section 2 is intended to constitute
enforceable voting agreement within the scope of the General Corporation Law of
the State of Minnesota.
ARTICLE III
TERMINATION
3.1 TERMINATION. This Agreement shall terminate upon the occurrence of
any of the following events:
(a) The written agreement of all of the Shareholders and
the Investor;
(b) The liquidation or dissolution of the Corporation;
(c) Bankruptcy or receivership of the Corporation;
(d) The sale or other disposition by any of the
Shareholders of all or substantially all of such
Shareholder's Stock or the disposition by Investor
(or its affiliates) of all or substantially all of
Investor's Stock;
(e) The Shareholder's death or disability of any
Shareholder; or
(f) The expiration of one year from the date of this
agreement.
ARTICLE IV
MISCELLANEOUS
4.1 MODIFICATIONS. This Agreement may not be altered except by an
instrument in writing signed by all of the parties hereto.
4.2 SPECIFIC PERFORMANCE. It is further agreed that in view of the
inability to value the damages to the Investor or Shareholders which might arise
as a consequence of a breach of this Agreement by any party, each party shall be
entitled to the remedy of specific performance and the breaching party or
parties shall pay all reasonable costs, expenses and attorneys' fees incurred by
any non-breaching party pursuing their remedy of specific performance or money
damages.
4.3 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule of any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision and all other provisions of this Agreement shall be
enforceable in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.
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4.4 BINDING AGREEMENT. This Agreement, and the restrictions and rights
granted hereunder, shall inure to the benefit of, and be binding and enforceable
upon, the parties hereto, their estates, personal representatives, heirs,
devisees, legatees, successors and permitted assigns. This Agreement shall be
governed by the laws of the State of Minnesota.
4.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties on different counterparts. This Agreement
shall be effective and binding once one or more counterparts hereof are executed
by each party hereto. All counterparts of this Agreement shall be deemed to
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
the day and year first written above.
DIGITAL INVESTORS, L.L.C.
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By: Louise Jones
Its: Manager
RSI SYSTEMS, INC.
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By: Richard Craven
Its: Chairman
SHAREHOLDERS:
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Richard Craven
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Byron Shaffer
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