EXHIBIT 10.2
VOTING TRUST AGREEMENT
THIS AGREEMENT is entered into and effective this 1st day of January,
2007, between and among the following persons all of whom are Stockholders of
Knight Energy Corporation, a Nevada corporation (the "Corporation"):
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxx
Harrysen Xxxxxxx
Lake Capital, LLC
Eckerd Xxxxxx
(such persons being the persons sometimes hereinafter referred to individually
as a "Stockholder" and collectively as the "Stockholders"); and
NORTIA CAPITAL PARTNERS, INC.,
a Nevada corporation
(such person being sometimes hereinafter referred to as "Trustee").
1. EXCHANGE OF SHARES FOR VOTING TRUST CERTIFICATES: Simultaneously with the
execution of this Agreement, the Stockholders shall deliver to the Trustee
properly endorsed certificates for the number of shares of the Corporation's
stock shown opposite his respective name below (the "Shares"). The Trustee
shall hold the shares transferred to it in trust, subject to the terms of this
Agreement. The Stockholders shall have no right to withdraw their shares prior
to termination of this Agreement as hereinafter provided.
The Trustee shall cause such shares to be transferred to it on the
Corporation's books and records. The Trustee shall thereupon issue and deliver
to each of the Stockholders Voting Trust Certificates, in the form shown in
Exhibit A to this Agreement, for the number of shares so transferred, subject to
satisfying any applicable qualification requirements under Nevada Law.
2. TRUSTEE'S POWERS, DUTIES AND COMPENSATION: The number of Trustees under
this Agreement shall be one (1). The Trustee, or its designee, may also serve
the Corporation in any capacity and may be a certificate holder under this
Agreement. The Trustee shall have all of the rights, privileges and powers of a
Stockholder of the Corporation, subject to the limitations set forth below:
a. Voting rights: Beginning the Effective Date, and continuing until
the termination of this Agreement, the Trustee shall have the sole and exclusive
right to vote the shares transferred to it. The Trustee may exercise such right
in person or by proxy at all Stockholder meetings and in all
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proceedings in which the vote or consent of Stockholders is or may be required
by the Articles of Incorporation or Bylaws of the Corporation, or as a matter of
law.
b. Notices, dividends and distributions: The Trustee shall forward to
each Voting Trust Certificate holder copies of all notices, reports, statements
and other communications received from the Corporation. The Trustee shall
distribute, promptly upon receipt, all dividends and other payments or
distributions received from the Corporation, to the certificate holders in
proportion to their respective interests. If any dividends consist of
additional shares having voting rights, the Trustee shall hold these shares in
trust subject to the terms of this Agreement, and shall issue new Voting Trust
Certificates representing the additional shares to the certificate holders in
proportion to their beneficial interests.
c. No right to sell shares: The Trustee shall have no authority to
sell, pledge, hypothecate, encumber or otherwise dispose of the shares
transferred to it under this Agreement, or receive from the Corporation by way
of stock split or stock dividend.
d. Successors in interest: The Agreement shall be binding upon any and
all successors in interest to shares held by any Stockholder during the term of
this Agreement.
e. Compensation of Trustee: The Trustee shall receive no compensation
for its services under this Agreement. However, this paragraph shall not affect
the right of the Trustee to compensation from the Corporation for services
performed on its behalf in some other capacity.
f. Liability of Trustee: The Trustee shall not be liable for any error
of judgment or mistake of fact or law, or for any action or omission under this
Agreement. The Trustee may consult with legal counsel, and any action or
omission undertaken by him in good faith in accordance with the opinion of legal
counsel shall be binding and conclusive on the parties to this Agreement.
3. EFFECTIVE DATE: The Trustee's powers and duties under this Agreement
shall become effective upon the completion of all of the following:
a. The execution of this Agreement by each of the Stockholders and the
Trustees;
b. The delivery of the Shares by the Stockholders to the Trustee; and
c. The delivery of Voting Trust Certificates to each Stockholder by the
Trustee.
4. TERMINATION: This Agreement shall remain in effect for a period of
fifteen (15) years unless extended by written agreement of all parties to the
Agreement within the period of two (2) years immediately preceding the
expiration of the fifteen year term. Notwithstanding the foregoing, this
Agreement may be terminated by any party hereto upon sixty (60) days written
notice to each party.
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5. FILING, INSPECTION RIGHTS: A duplicate of this Agreement and of any
extension Agreement as provided in the preceding paragraph shall be filed with
the Secretary of the Corporation, and shall be open for inspection of the same
conditions as the Corporation's record of Stockholders.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
hereinabove set forth.
STOCKHOLDER NUMBER OF SHARES TRANSFERRED
Nortia Capital Partners, Inc.
By: ___________________________________
Xxxxxxx Xxxxx, President 1,250,000
______________________________________
Xxxxxxx Xxxxx 2,400,000
______________________________________
Xxxxxxx X. Xxxxxxxxx 2,400,000
______________________________________
Xxxxx X. Xxxx 1,250,000
______________________________________
Harrysen Xxxxxxx 2,400,000
______________________________________
Lake Capital AG 1,250,000
______________________________________
Eckerd Xxxxxx 1,250,000
TOTAL 12,200,000
TRUSTEE
Nortia Capital Partners, Inc.
a Nevada corporation
_______________________
By: Xxxxxxx Xxxxx, President
Its: ____________________
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EXHIBIT "A"
VOTING TRUST CERTIFICATE
Certificate No. ONE
This certifies that the undersigned has received from
_____________________ share certificates representing ________ (_____) shares of
the _______ stock of KNIGHT ENERGY CORPORATION, a Nevada corporation. This
further certifies that the undersigned holds such share certificates as Trustee
subject to the terms and conditions of a Voting Trust Agreement dated January 1,
2007, between and among Stockholders of said Corporation and the undersigned as
Trustee, a copy of which is on file with the Secretary of said Corporation.
During the term of said Voting Trust Agreement, and subject to its terms
and conditions, the holder of this certificate shall be entitled to all
dividends and distributions and all other benefits attributable to the share
certificates transferred.
This Voting Trust Certificate is not transferable by the holder except as
provided by the Corporation By-Laws and Stockholder. A new Certificate shall be
issued to any transferee only when this Certificate, properly endorsed by the
holder designated above, is surrendered to the undersigned Trustee.
Upon termination of the said Voting Trust Agreement, and subject to its
terms and conditions, the undersigned Trustee will deliver to the holder of this
Certificate share certificates representing the number of shares designated
above, on surrender to the Trustee of this Certificate, properly endorsed by the
holder, together with payment of a sum sufficient to cover any expenses relating
to transfer and delivery of said share certificates.
Dated: __________________, 2007
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
hereinabove set forth.
TRUSTEE
Nortia Capital Partners, Inc.
_______________________
By: Xxxxxxx Xxxxx, President
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