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EXHIBIT 10.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT"), is made and entered
into as of September 2, 2005, by and
between Cary Brokaw ("BROKAW") and Avenue
Entertainment Group, Inc. a Delaware
corporation (the "COMPANY") with reference
to the following facts:
A. Brokaw is a stockholder and optionholder of the Company.
B. Pursuant to that certain Asset Purchase Agreement dated as
of even date herewith by and among Cary
Brokaw Productions, Inc., a Delaware
corporation and wholly owned subsidiary of
the Company ("CPI") Brokaw, Avenue
Pictures, Inc., a Delaware corporation
("API"), and the Company, among other
things, (1) API transferred certain of its
assets, and assigned certain of its
liabilities, to CPI, (2) CPI granted API a
right to certain of its revenues to
which it may be entitled to receive in the
future, (3) Brokaw transferred
711,250 shares of the Company's common
stock ("COMPANY COMMON STOCK") to API,
(4) Brokaw delivered to the Company for
cancellation all options held by him to
purchase shares of Company Common Stock,
and (5) the Company agreed to issue
Brokaw a new option to purchase 500,000
shares of Company Common Stock.
C. The parties desire to enter into this Agreement to
memorialize their agreements regarding the
voting of shares of Company Common
Stock held by Brokaw as further described
herein.
NOW, THEREFORE, in consideration of the foregoing recitals and
the agreements and covenants contained
herein and other valuable consideration,
the parties hereto agree as follows:
1.
DEFINITIONS.
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1.1 "BOARD OF DIRECTORS" means the Company's board of
directors.
1.2 "COMPANY COMMON STOCK" has the meaning ascribed to it in
the
recitals.
1.3 "PERSON" includes any individual, corporation, partnership,
joint
venture, limited liability company, limited
liability partnership, association,
trust or other entity or organization,
whether or not a legal entity and whether
foreign or domestic, or any governmental
body.
1.4 "SHARES" shall mean 700,000 shares of Company Common Stock
retained
by Brokaw following completion of the
transactions contemplated by the Asset
Purchase Agreement.
1.5 "VOTE" means, with respect to any Shares, to (i) vote, or to
cause
to be voted, all such Shares at all annual
and special meetings of the Company's
stockholders, however called, or any
postponements or continuations thereof and
(ii) execute, or cause to be executed, with
respect to all such Shares, all
written consents of the Company's
stockholders in lieu of any annual or special
meeting of the Company's stockholders.
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2.
AGREEMENT TO VOTE.
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2.1 VOTING AGREEMENT. Until the termination of this Agreement
in
accordance with its terms, Brokaw hereby
irrevocably and unconditionally agrees
to Vote the Shares in accordance with the
recommendation of the Board of
Directors (or any committee thereof formed
for the purpose of giving such
direction to the Stockholders) with respect
to each matter for which the Board
of Directors makes any recommendation to
the Company's stockholders as to how to
Vote their shares.
2.2 GRANTING OF PROXY. In the event that Brokaw shall fail to vote
the
Shares as required pursuant to Section 2.1
above with respect to any matter for
which the Board of Directors makes any
recommendation to the Company's
stockholders as to how to Vote their
shares, Brokaw shall be deemed immediately
upon the existence of such a breach to have
granted to the Chairman of the Board
of Directors of the Company a proxy to Vote
the Shares as required pursuant to
Section 2.1 above. Brokaw acknowledges that
the proxy granted hereby, including
any successive proxy if need be, is given
to secure the performance of a duty,
is coupled with an interest, and shall be
irrevocable until the duty is
performed.
3.
TERMINATION AND AMENDMENT OF AGREEMENT.
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3.1 TERMINATION.
(a) This Agreement shall terminate upon the first to occur of
the following: (i) September 2, 2007, and
(ii) the written agreement of the
Company and Brokaw.
(b) The application of this Agreement shall terminate as to
any Shares sold or transferred by Brokaw to
any Person who is
