VOTING TRUST AGREEMENT
This Voting Trust Agreement (the "Agreement") is made as of May 19, 1998
between the several shareholders of La-Man Corporation, a Nevada corporation
("Company"), whose names are subscribed below (the "Shareholders") and J. Xxxxxx
Xxxxxxx (the "Trustee").
WHEREAS, the Shareholders are owners of an aggregate of 305,000 shares of
the common stock of the Company, par value $.001 per share (the "Shares"), in
the amounts set forth on SCHEDULE A; and
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WHEREAS, with a view toward the safe and competent management of the
Company in the interest of all of its shareholders, the Shareholders desire to
create a trust in the following manner, they agree as follows:
(S)1. Transfer of Shares. Upon execution of this Agreement the
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Shareholders shall deliver to the Trustee the certificate or certificates
representing all the Shares now owned or controlled by them, the certificates to
be endorsed in blank or accompanied by proper instruments of assignment and
transfer in blank. The Shares will be held by the Trustee for the term provided
in (S)10 herein in trust, however, for the Shareholders, their heirs, personal
representatives, successors and assigns, and at all times subject to the terms
and conditions set forth in this Agreement.
(S)2. Additional Shares. Any certificate for additional Shares that
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shall be issued to or acquired by any of the Shareholders during the terms of
this Agreement in like manner shall be endorsed and delivered to the Trustee, to
be held by him under the terms of this Agreement.
(S)3. Delivery to Company. A counterpart of this Agreement and of
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every supplemental Agreement shall be filed at the Company's registered office
at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, 00000.
(S)4. Voting Trust Certificates. Upon the delivery to the Trustee of
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the certificates representing the Shares of the Company which are subject to
this Agreement, the Trustee will cause the Shares to be transferred on the books
of the Company to himself as Trustee and will deliver to each of the
Shareholders a trust certificate for the number of Shares delivered to the
Trustee, substantially in the following form:
"TRUST CERTIFICATE
This is to certify that the undersigned Trustee has received a
certificate or certificates issued in the name of
__________________________________, evidencing the ownership of __________
Shares of La-Man Corporation, a Nevada corporation, and that the Shares are
held subject to all the terms and conditions of that certain Voting Trust
Agreement dated May 19, 1998 between J. Xxxxxx Xxxxxxx, as Trustee, and
certain shareholders of La-Man Corporation. During the period of 10 years
from and after May 19,1998, the Trustee, or his successors, as provided in
the Voting Trust Agreement, shall possess and be entitled to exercise the
right to vote and otherwise represent all of the Shares for all purposes,
it being agreed that no voting right shall pass to the holder by virtue of
the ownership of this certificate.
This certificate is assignable with the right of issuance of a new
certificate of like tenor only on the surrender to the undersigned or his
successor of this certificate, properly endorsed. On the termination of the
trust this certificate shall be surrendered to the trustee by the holder on
delivery to that holder of a stock certificate representing a like number
of Shares.
In witness whereof, the undersigned Trustee has executed this
certificate on May ________, 1998.
J. Xxxxxx Xxxxxxx, Trustee"
The Trustee shall keep a record of the holders of the voting trust
certificates, including the names and addresses of the holders and the class of
Shares in respect of which the trust certificates are issued. A copy of the
record shall be deposited by the Trustee with the Company at its registered
office.
(S)5. Transfer of Certificates. Trust certificates, subject to the
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conditions of this Agreement, may be transferred by endorsement by the person to
whom issued, or by his or her attorney in fact, or by the personal
representative or guardian of his or her estate, and delivery to the Trustee;
but the transfer shall not be evidence to or be binding on the Trustee until the
certificate is surrendered to him and the transfer is so entered in his Trust
Certificate Book, which shall be kept to show the names of the parties by whom
and to whom transferred, the numbers of the certificates, the number of Shares
and the date of transfer. No new trust certificate shall be issued until its
predecessor certificate shall have been surrendered to and canceled by the
Trustee, and he shall preserve the certificates so canceled as vouchers. In
case any trust certificate shall be claimed to be lost or destroyed, a new trust
certificate may be issued on such proof of loss and such security as may be
required by the Trustee.
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(S)6. Trustee to Vote Stock. On the signing of this Agreement, it
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shall be the duty of the Trustee and he shall have the sole and exclusive power
and authority to vote the Shareholders' Shares, in person or by proxy, as in the
judgment of the Trustee may be in the best interest of the Company, at all
regular and special meetings of the shareholders of the Company, in the election
of directors and on any matter and question that may be brought before those
meetings, as fully as any shareholder might do if personally present, including
the right to vote the Shares for the purpose of either increasing or reducing
the capital stock of the Company.
(S)7. Trustee's Liability. The Trustee shall use his best judgment in
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voting on the stock subject to this Agreement but shall not be liable for any
act of commission or omission, any vote cast or consent given, in good faith and
in the absence of gross negligence or willful misconduct.
(S)8. Trustee's Indemnity. The Trustee shall be entitled to be fully
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indemnified by the Shareholders against all costs, charges, expenses and other
liabilities properly incurred by him in the exercise of any power conferred upon
him and the Shareholders covenant with the Trustee that each of them, in
proportion to the amount of their respective Shares and interest, will save
harmless and keep indemnified the Trustee of and from all loss or damage he may
sustain or be put to by reason of anything he may lawfully do in the execution
of this trust.
(S)9. Successor Trustee. In the event of the death, resignation,
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removal or incapacity of the Trustee, Xxxxxx Xxxxx of Sarasota, Florida,
Trustee's tax advisor, shall be vested with all of the duties, power and
authority of Trustee as if originally named in this Agreement.
(S)10. Continuance of Trust. The trust shall continue for 10 years from
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this date and shall then terminate. Upon the termination of the trust the
Shares then remaining in the hands of the Trustee shall be assigned to the
Shareholders then entitled to them upon their surrender to the Trustee of the
trust certificates representing their Shares, and the Trustee then shall be
discharged of all obligations under this Agreement.
(S)11. Dividends. Any cash dividend declared by the board of directors
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of the Company shall be paid to the Trustee for the benefit of the holders of
trust certificates. The Trustee shall distribute such dividends to trust
certificate holders in proportion to the number of Shares respectively
represented by their trust certificates. If any dividend paid in capital stock
of the Company is received by the Trustee, the respective holders of trust
certificates shall be entitled to the delivery of new or additional trust
certificates for the amount of the stock so received by the Trustee.
(S)12. Counterparts. This Agreement may be executed in counterpart and
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all executed counterparts shall be deemed an original, binding on all parties.
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IN WITNESS WHEREOF, the Shareholders and the Trustee have executed this
Voting Trust Agreement as of the date first above written.
TRUSTEE: WITNESS:
/s/ J. Xxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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J. XXXXXX XXXXXXX Print Name: Xxxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Print Name: Xxxxxx Xxxxxxxxx
SHAREHOLDERS: WITNESS:
/s/ Xxxxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxx
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XXXXXXX XXXXXXX XXXXXX Print Name: Xxxxx Xxxxx
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Print Name:
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/s/ Xxxxxx Xxxxxxx Xxxx /s/ Xxxxxx X. Xxxxx
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XXXXXX XXXXXXX XXXX Print Name: Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Print Name: Xxxxxx X. Xxxxxxxx
/s/ J. Xxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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J. XXXXXX XXXXXXX, as Trustee for the Print Name: Xxxxxx X. Xxxxxxx
XXXXX XXXXXXX XXXXXXXXX
IRREVOCABLE TRUST dated /s/ Xxxxxx X. Xxxxxxxxx
May 6, 1998 --------------------------------------
Print Name: Xxxxxx X. Xxxxxxxxx
/s/ Xxxxx Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx X. Xxxxx
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XXXXX XXXXXXX XXXXXXXXX Print Name: Xxxxxxx X. Xxxxx
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Print Name:
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/s/ Xxxxxxxxx Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxxxx
---------------------------- --------------------------------------
XXXXXXXXX XXXXXXX XXXXX Print Name: Xxxxx X. Xxxxxx
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Print Name:
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/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------------- --------------------------------------
XXXXXXX XXXXXXX Print Name: Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Print Name: Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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XXXX X. XXXXXXX Print Name: Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxx
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Print Name: Xxxxxx Xxx
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxxxx
---------------------------- --------------------------------------
XXXX XXXXXXX Print Name: Xxxx Xxxxxxxxx
/s/ X. Xxxxxxx
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Print Name: X. Xxxxxxx
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VOTING TRUST AGREEMENT
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SCHEDULE A
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SHAREHOLDERS NUMBER OF SHARES
Xxxxxxx Xxxxxxx Xxxxxx 40,000
Xxxxxx Xxxxxxx Xxxx 40,000
Xxxxx Xxxxxxx Xxxxxxxxx 10,000
Irrevocable Trust dated
May 6, 1998
Xxxxx Xxxxxxx Xxxxxxxxx 30,000
Xxxxxxxxx Xxxxxxx Ricci 35,000
Xxxxxxx Xxxxxxx 55,000
Xxxx X. Xxxxxxx 40,000
Xxxx Xxxxxxx 55,000
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