Avalon Digital Marketing Systems Inc – IPO: ‘S-1/A’ on 6/27/00 – EX-9.1

On:  Tuesday, 6/27/00, at 1:12pm ET   ·   Accession #:  1017062-0-1430   ·   File #:  333-91819

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Mindarrow - Amendment #2                              73    375K 
 2: EX-9.1      Voting Agreement                                       2      7K 
 3: EX-10.14    Strategic Relationship Agreement                       6     28K 
 4: EX-23.1     Consent of Experts                                     1      5K 

EX-9.1   —   Voting Agreement

EX-9.1
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                                                                     EXHIBIT 9.1

        This VOTING AGREEMENT (this "Agreement") is made as of September __,
1999, by and among Thomas J. Blakeley ("Blakeley"), Eric A. McAfee ("McAfee"),  
Clyde Berg ("Berg") and @Onex LLC, a Delaware limited liability company         
("@Onex").                                                                      

       Blakeley owns 2,000,000 shares of common stock, par value $.001 per
share ("Common Shares"), of eCommercial.com, Inc., a Nevada corporation (the    
"Company"), McAfee owns 2,036,000 Common Shares and Berg owns 883,333 Common    
Shares.                                                                         

        In order to induce @Onex to subscribe for 250,000 shares of Series B
Preferred Stock, par value $.001 per share, of the Company ("Preferred Shares"),
each of Blakeley, McAfee and Berg (collectively, the "Existing Shareholders")   
agrees that, for so long as @Onex or its affiliates own at least 100,000 Common 
Shares and/or Preferred Shares, the Existing Shareholders will take all         
necessary action to cause two designees of @Onex (the "@Onex Designees") to be  
elected to serve on the Board of Directors of the Company (the "Board").  In    
furtherance of the foregoing, the Existing Shareholders agree, among other      
things,  in any election of the Board, to vote their Common Shares and any other
voting securities of the Company owned by them in a manner which, when taken    
together with the vote of the Preferred Shares and any other voting securities  
of the Company owned by @Onex, would ensure the election of the @Onex Designees 
to the Board ; provided, however, that the Existing Shareholders shall not be   
--------  -------                                 
obligated to vote Common Shares or other securities in a manner which would     
jeopardize the election of Blakeley and/or McAfee to the Board.  In the event   
that the Existing Shareholders have an insufficient number of votes (when taken 
together with the votes of @Onex and its affiliates) to ensure the election of  
Blakeley, McAfee and two @Onex Designees to the Board, the Existing Shareholders
shall collectively cast the minimum number of votes necessary to elect Blakeley 
and McAfee to the Board, and shall cast the remainder of their votes in favor of
one or both @Onex Designees, as directed by @Onex.                              

          This Agreement shall terminate on the earlier of (I) the date on which
@Onex and its affiliates no longer collectively own at least 100,000 Common     
Shares and/or Preferred Shares and (ii) the fifteenth anniversary of the date   
hereof.                                                                         

     This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of Nevada, without giving effect to the   
conflict of laws principles thereof; provided, that in the event the Company    
  --------
reincorporates as a Delaware corporation or enters into any transaction or      
series of transactions with a similar effect, this Agreement shall be governed  
by and construed and enforced in accordance with the laws of the state of       
Delaware, without giving effect to the conflict of laws principles thereof.     

EX-9.1
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  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first above written. 

@ONEX LLC           

By:                 
                            ------------------------------------------
 Name:
  Title:

                         ---------------------------------------------
THOMAS J. BLAKELEY  

                         ---------------------------------------------
ERIC A. McAFEE      

                         ---------------------------------------------
CLYDE BERG          

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