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Exhibit 5.1
VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT made at Phoenix, Arizona on July 25, 1998, among
World's Fare, Inc., a Nevada corporation, dba FutureOne (the "Company"), and
Blackwater Capital Group, L.L.C., the stockholders of the Company who now or
hereafter become parties hereto (the "Stockholders"), and Xxxxxxx X. Northern
and Xxxx X. Xxxx and their successors in trust (the "Trustee" or "Co-Trustees").
Whereas in order to secure continuity and stability of the Company's
policy and management, the stockholders deem it advisable to deposit all or part
of their stock in the Company with the Trustee, and
Whereas the Trustee has consented to act under this Agreement for the
purposes herein provided,
It is therefore agreed:
1. Agreement. Copies of this Agreement, and of every supplemental or
amendatory agreement, shall be filed in the Company's principal office in
Phoenix, Arizona. All such copies shall be open to the inspection of the
Company's stockholders daily during business hours. All voting trust
certificates issued as hereinafter provided shall be issued, received, and held
subject to all the terms of this Agreement. Every person, firm, or corporation
entitled to receive voting trust certificates representing shares of capital
stock, and their transferees and assigns, upon accepting the voting trust
certificates issued hereunder, shall be bound by the provisions of this
Agreement.
2. Transfer of stock to trustee.
(a) The Stockholders shall deposit with the Trustee certificates for
their company stock as set forth after their respective signatures to this
Agreement. The Stockholders may at any time deposit additional certificates for
the Company's stock with the Trustee, but no stockholder shall be required to
deposit certificates for all of his stock unless he so elects. No stock shall be
deposited hereunder except stock having general voting powers, as provided in
the Articles of Incorporation or the Bylaws. All such stock certificates shall
be endorsed, or accompanied by such instruments of transfer as to enable the
Trustee to cause such certificates to be transferred into the name of the
Trustee, as hereinafter provided. On receipt by the Trustee of the certificates
for any such shares and their transfer into the name of the Trustee, the Trustee
shall hold them subject to the terms of this Agreement, and shall thereupon
issue and deliver to the Stockholders voting trust certificates for the shares
so deposited.
(b) All certificates for stock of the Company transferred and
delivered to the Trustee pursuant to this Agreement shall be surrendered by the
Trustee to the Company and canceled, and new certificates therefore shall be
issued to and held by the Trustee in the name of "Xxxxxxx X. Northern and Xxxx
X. Xxxx as Voting Co-Trustees."
3. Voting trust certificates. The voting trust certificates shall be in
the following form.
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No.____
World's Fare, Inc. dba FutureOne
A Nevada Corporation
Voting Trust Certificate for Capital Stock
This certifies that __________________ or registered assigns is
entitled to all the benefits arising from the deposit with the Trustee,
under the Voting Trust Agreement hereinafter mentioned, of certificates
for _____ shares of the capital stock of World's Fare, Inc., a Nevada
corporation, dba FutureOne (the "Company"), as provided in such Trust
Agreement and subject to the terms thereof. The registered holder
thereof, or assigns, is entitled to receive payment equal to the amount
of cash dividends, if any, received by the Trustee upon the number of
shares of capital stock of the Company in respect to which this
certificate is issued. Dividends received by the Trustee in the
Company's common or other stock having general voting powers shall be
payable in voting trust certificates, in form similar hereto. Until the
Trustee has delivered the stock held under such Trust Agreement to the
holders of the trust certificates, or to the Company, as specified in
such Trust Agreement, the Trustee shall possess and be entitled to
exercise all rights and powers of an absolute owner of such stock,
including the right to vote thereon for every purpose, and to execute
consents in respect hereof for every purpose, it being expressly
stipulated that no voting right passes to the owner hereof, or his
assigns, under this certificate or any agreement, expressed or implied.
This certificate is issued, received, and held under, and the rights of
the owner hereof are subject to, the terms of a Voting Trust Agreement
dated July 25, 1998, between the Company and Xxxxxxx X. Northern and
Xxxx X. Xxxx, of Phoenix, Arizona, and their successors in trust, and
various holders of similar certificates. (Copies of the Voting Trust
Agreement, and of every agreement amending or supplementing it, are on
file in the Company's principal office in Phoenix, Arizona, and shall
be open to the inspection of the Company's stockholders daily during
business hours.) The holder of this certificate, by acceptance hereof,
assents and is bound to all the provisions of the Voting Trust
Agreement as if he had signed it in person.
In the event of the dissolution or total or partial liquidation of the
Company, the monies, securities, or property received by the Trustee in
respect to the stock deposited under such Trust Agreement shall be
distributed among the registered holders of trust certificates in
proportion to their interests as shown by the books of the Trustee.
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In the event that the Trustee receives any dividend or distribution
other than in cash or Company stock having general voting powers, the
Trustee shall distribute the same to the registered holders of voting
trust certificates, on the date of such distribution, or to the
registered certificate holders at the close of business on the date
fixed by the Trustee for taking a record to determine the certificate
holders entitled to such distribution, pursuant to the provisions of
paragraph 6 of the Trust Agreement. Such distribution shall be made to
the certificate holders ratably in accordance with the number of shares
represented by their respective voting trust certificates.
Stock certificates for the number of shares of capital stock then
represented by this certificate, or the net proceeds in cash or
property of such shares, shall be due and deliverable hereunder upon
the termination of such Trust Agreement as provided therein.
The Voting Trust Agreement shall continue in full force and effect
until July 25, 2008 (subject to extension as hereinafter set forth),
unless terminated prior thereto, as provided in the agreement. The
agreement may be extended for successive ten-year periods, as provided
therein.
This certificate may only be transferred upon receipt of written
permission from the Company, and the Company may, in its sole
discretion, withhold said permission. In the event permission is
granted, this certificate may transferable on the books of the Trustee
at his office in Phoenix, Arizona (or elsewhere as designated by the
Trustee), by the holder thereof, either in person or by attorney duly
authorized, in accordance with the rules established for that purpose
by the Trustee, in its sole discretion, and on surrender of this
certificate properly endorsed. Title to this certificate when duly
endorsed shall, to the extent permitted by law and the Trustee, be
transferable with the same effect as in the case of negotiable
instrument. Each holder hereof agrees that delivery of this
certificate, duly endorsed by any holder hereof, shall vest title
hereto and all rights hereunder in the transferee; provided, however,
that the Trustee may treat the registered holder hereof, or when
presented duly endorsed in blank the bearer hereof, as the absolute
owner hereof, and all rights and interests represented hereby, for all
purposes. The Trustee shall not be bound or affected by any notice to
the contrary, or by any notice of any trust, whether express or
implied, or constructive, or of any charge or equity respecting the
title or ownership of this certificate, or the share of stock
represented hereby; provided, however, that no delivery of stock
certificates hereunder, or the proceeds thereof, shall be made without
surrender hereof properly endorsed.
This certificate shall not be valid for any purpose until duly signed
by the Trustee.
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The word "Trustee" as used in this certificate means the
Trustee or the successor Trustee acting under such Voting
Trust Agreement.
In witness whereof the Trustee has signed this certificate on
__________, 19__.
______________________________
Trustee
(Form of Assignment):
For value received ____________ hereby assigns the within
certificate, and all rights and interests represented thereby,
to _________________ and appoints ___________ attorney to
transfer this certificate on the books of the Trustee
mentioned therein, with full power of substitution.
Dated:
_______________________(Seal)
In presence of:
________________________________
________________________________
Note: The signature to this assignment must correspond with
the name as written upon the face of this certificate in every
particular, without alteration, enlargement, or any change
whatever. All endorsements, in the discretion of the Trustee,
shall be guaranteed by a bank or trust company satisfactory to
the Trustee.
4. Transfer of certificates.
(a) This certificate may only be transferred upon receipt of
written permission from the Company, and the Company may, in its sole
discretion, withhold said permission. In the event permission is granted, the
voting trust certificates may be transferable at the Trustee's principal office
in Phoenix, Arizona (and at such other offices as the Trustee may designate by
an instrument signed by him and sent by mail to the registered holders of voting
trust certificates), on the books of the Trustee, by the registered owner
thereof, either in person or by attorney thereto duly authorized, upon surrender
thereof, according to the rules established for that purpose by the Trustee, in
its sole discretion. The Trustee may treat the registered holders as owner
thereof for all purposes, but he shall not be required to deliver stock
certificates hereunder without the surrender of such voting trust certificates.
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(b) If a voting trust certificate is lost, stolen, mutilated,
or destroyed, the Trustee, in his discretion, may issue a duplicate of such
certificate upon receipt of: (1) evidence of such fact satisfactory to him; (2)
indemnity satisfactory to him; (3) the existing certificate, if mutilated; and
(4) his reasonable fees and expenses in connection with the issuance of a new
trust certificate. The Trustee shall not be required to recognize any transfer
of voting a trust certificate not made in accordance with the provisions hereof,
unless the person claiming such ownership has produced indicia of title
satisfactory to the Trustee, and has in addition deposited with the Trustee
indemnity satisfactory to him.
5. Termination procedure.
(a) Upon the termination of this Agreement at any time, as
hereinafter provided, the Trustee, at such time as he may choose during the
period commencing 20 days before and ending 20 days after such termination,
shall mail written notice of such termination to the registered owners of the
voting trust certificates, at the address appearing on the Trustee's transfer
books. After the date specified in any such notice (which dates shall be fixed
by the Trustee), the voting trust certificates shall cease to have any effect,
and their holders shall have no further rights under this Agreement other than
to receive certificates for shares of the Company's stock or other property
distributable under the terms hereof and upon the surrender of such voting trust
certificates.
(b) Within 30 days after the termination of this Agreement,
the Trustee shall deliver, to the registered holders of all voting trust
certificates, certificates for the number of shares of the Company's capital
stock represented thereby, upon the surrender thereof properly endorsed, such
delivery to be made in each case at the Trustee's office.
(c) At any time subsequent to 30 days after the termination of
this Agreement, the Trustee may deposit with the Company sock certificates
representing the number of shares of capital stock represented by the voting
trust certificates then outstanding, with authority in writing to the Company to
deliver such stock certificates in exchange for voting trust certificates
representing a like number of shares of the capital stock of the Company. Upon
such deposit all further liability of the Trustee for the delivery of such stock
certificates and the delivery or payment of dividends upon surrender of the
voting trust certificates shall cease, and the Trustee shall not be required to
take any further action hereunder.
6. Dividends.
(a) Prior to the termination of this Agreement, the holder of
each voting trust certificate shall be entitled to receive payments equal to the
cash dividends, if any, received by the Trustee upon a like number and class of
shares of the Company's capital stock as is called for by each such voting trust
certificate. If any dividend in respect of the stock deposited with the Trustee
is paid, in whole or in part, in the Company's stock having general voting
powers, the Trustee shall likewise hold, subject to the terms of this Agreement,
the certificates for stock which are received by him on account of such
dividend. The holder of each voting trust certificate representing stock on
which such stock dividend has been paid shall be entitled to receive a voting
trust certificate issued under this Agreement for the number of shares and class
of stock received as such dividend with respect to the shares represented by
such voting trust
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certificate. Holders entitled to receive the dividends described above shall be
those registered as such on the Trustee's transfer books at the close of
business on the day fixed by the Company for the taking of a record to determine
those holders of its stock entitled to receive such dividends, or if the Trustee
has a fixed date, as hereinafter in this paragraph provided, for the purpose of
determining the holders of voting trust certificates entitled to receive such
payment or distribution then registered as such at the close of business on the
date so fixed by the Trustee.
(b) If any dividend in respect of the stock deposited with the
Trustee is paid other than in cash or in capital stock having general voting
powers, then the Trustee shall distribute the same among the holders of voting
trust certificates registered as such at the close of business on the day fixed
by the Trustee for taking a record to determine the holders of voting trust
certificates entitled to receive such distribution. Such distribution shall be
made to such holders of voting trust certificates ratably, in accordance with
the number of shares represented by their respective voting trust certificates.
(c) The Trustee may temporarily close its transfer books for a
period not exceeding 20 days preceding the date fixed for the payment or
distribution of dividends or the distribution of assets or rights, or at any
other time in the Trustee's discretion. In lieu of providing for the closing of
the books against the transfer of voting trust certificates, the Trustee may fix
a date not exceeding 20 days preceding any date fixed by the Company for the
payment or distribution of dividends, or for the distribution of assets or
rights, as a record date for the determination of the holders of voting trust
certificates entitled to receive such payment or distribution. The holders of
voting trust certificates of record at the close of business on such date shall
exclusively be entitled to participate in such payments or distribution.
(d) In lieu of receiving cash dividends upon the capital stock
of the Company and paying the same to the holders of voting trust certificates
pursuant to the provisions of this Agreement, the Trustee may instruct the
Company in writing to pay such dividends to the holders of the voting trust
certificates. Upon receipt of such written instructions, the Company shall pay
such dividends directly to the holders of the voting trust certificates. Upon
such instructions being given by the Trustee to the Company, and until revoked
by the Trustee, all liability of the Trustee with respect to such dividends
shall cease. The Trustee may at any time revoke such instructions and by written
notice to the Company direct it to make dividend payments to the Trustee.
7. Subscription rights. If any stock or other securities of the
Company are offered for subscription to the holders of its capital stock
deposited hereunder, the Trustee, promptly upon receipt of notice of such offer,
shall mail a copy thereof to each holder of the voting trust certificates. Upon
receipt by the Trustee, at least five days prior to the last day fixed by the
Company for subscription and payment, of a request from any such registered
holder of voting trust certificates to subscribe in his behalf, accompanied with
the sum of money required to pay for such stock or securities (not in excess of
the amount subject to subscription in respect of the shares represented by the
voting trust certificate held by such certificate holder), the Trustee shall
make such subscription and payment. Upon receiving from the Company the
certificates for shares or securities so subscribed for, the Trustee shall issue
to such holder a voting trust certificate in respect thereof if the shares or
securities do not have general voting powers. If, however, the shares or
securities do not have general voting powers, the Trustee shall mail or
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deliver such securities to the certificate holder in whose behalf the
subscription was made, or may instruct the Company to make delivery directly to
the certificate holder entitled thereto.
8. Dissolution of Company. In the event of the dissolution of, or
total or partial liquidation of the Company, whether voluntary or involuntary,
the Trustee shall receive the monies, securities, rights, or property to which
the holders of the Company's capital stock deposited hereunder are entitled, and
shall distribute the same among the registered holders of voting trust
certificates in proportion to their interests, as shown by the books of the
Trustee. Alternatively, the Trustee may in his discretion deposit such monies,
securities, rights, or property with any bank or trust company doing business in
Phoenix, Arizona, with authority and instructions to distribute the same as
above provided, and upon such deposit all further obligations or liabilities of
the Trustee in respect of such monies, securities, rights, or property so
deposited shall cease.
9. Reorganization of company. If the Company is merged into or
consolidated with another corporation, or all or substantially all of its assets
are transferred to another corporation, then in connection with such transfer
the term "Company" for all purposes of this Agreement shall be deemed to include
such successor corporation, and the Trustee shall receive and hold under this
Agreement any stock of such successor corporation received on account of the
ownership, as Trustee hereunder, of the stock held hereunder prior to such
mergers, consolidation, and transfer. Voting trust certificates issued and
outstanding under this Agreement at the time of such merger, consolidation, or
transfer may remain outstanding, or the Trustee may, in his discretion,
substitute for such voting trust certificates new voting trust certificates in
appropriate form, and the terms "stock" and "capital stock" as used herein shall
be taken to include any stock which may be received by the Trustee in lieu of
all or any part of the Company's capital stock.
10. Rights of Trustee.
(a) Until the actual delivery to the holders of voting trust
certificates issued hereunder of stock certificates in exchange therefore, and
until the surrender of the voting trust certificates upon cancellation, the
Trustee shall have the right, subject to the provisions of this paragraph
hereinafter set forth, to exercise, in person or by his nominees or proxies, all
stockholders' voting rights and powers in respect of all stock deposited
hereunder, and to take part in or consent to any corporate or stockholders'
action of any kind whatsoever. The right to vote shall include the right to vote
for the election of directors, and in favor of or against any resolution or
proposed action of any character whatsoever, which may be presented at any
meeting or require the consent of the Company's stockholders. Without limiting
such general right, it is understood that such action or proceeding may include,
upon terms satisfactory to the Trustee or to his nominees or proxies thereto
appointed by him, mortgaging, creating a security interest in, and pledging of
all or any part of the Company's property, the lease or sale of all or any part
of its property, for cash, securities, or other property, and the dissolution of
the Company, or its consolidation, merger, reorganization, or recapitalization.
(b) In voting the stock held by him hereunder either in person
or by his nominees or proxies, the Trustee shall exercise his best judgment to
select suitable directors of the Company, and shall otherwise, insofar as he may
as a stockholder of the Company, take such
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part or action in respect to the management of its affairs as he may deem
necessary so as to be kept advised on the affairs of the Company and its
management. In voting upon any matter that may come before him at any
stockholders' meeting, the Trustee shall exercise like judgment. The Trustee,
however, shall not be personally liable for any action taken pursuant to his
vote or any act committed or omitted to be done under this Agreement, provided
that such commission or omission does not amount to willful misconduct on his
part and that he at all times exercises good faith in such matters.
11. Trustees.
(a) The Trustee (and any successor Trustee) may at any time
resign by mailing to the registered holders of voting trust certificates a
written resignation, to take effect ten days thereafter or upon its prior
acceptance. Upon the death of both Xxxxxxx X. Northern and Xxxx X. Xxxx, or upon
their resignations as Co-Trustees, there shall be during the remainder of this
Agreement three trustees acting together, and any act, decision, or vote by the
successor Trustees shall be deemed the act, decision, or vote of such Trustees
if concurred in by a majority of them. Xxxxxxx X. Northern and Xxxx X. Xxxx
shall have the right at any time hereafter to designate three trustees to
succeed them as Trustees under this Agreement upon their death or resignation.
Such designation may be made by filing in the Company's principal office, in
Phoenix, Arizona, a deed of appointment of such successor Trustees, duly
executed by them, under seal, and acknowledged as deeds for the conveyance of
real estate are required to be acknowledged under the laws of Arizona then in
force. Any designation by Xxxxxxx X. Northern and Xxxx X. Xxxx of successor
Trustees may be revoked in whole or in part by them at any time, without notice
to the person so designated, by filing a deed of revocation in the same form as
the deed of appointment herein above provided for and in the same places.
Whether or not the persons designated by Xxxxxxx X. Northern and Xxxx X. Xxxx
have assumed their duties as Trustees hereunder, Xxxxxxx X. Northern and Xxxx X.
Xxxx, upon revoking such designation, or upon the death or resignation of
successor Trustees, shall have the right to designate their successor Trustees.
Upon the death or resignation of both Xxxxxxx X. Northern and Xxxx X. Xxxx, the
three Trustees designated by them, as hereinabove provided, shall become
successor Trustees hereunder. Upon their death or resignation without having
appointed three Trustees to succeed them (or if they have appointed such
Trustees but have revoked the appointment of any of them, or any of them has
died or resigned and Xxxxxxx X. Northern and Xxxx X. Xxxx have failed to appoint
a successor), and upon the death or resignation of any successor Trustee acting
hereunder, further Trustees under this Agreement to make up the necessary three
in number shall be designated by the registered holders of voting trust
certificates issued and outstanding under this Agreement representing a majority
of the number of shares of stock standing in the name of the Trustee hereunder.
(b) The rights, powers, and privileges of the Trustee named
hereunder shall be possessed by the successor Trustees, with the same effect as
though such successors had originally been parties to this Agreement. The word
"Trustee" as used in this Agreement, means the Trustee or any successor Trustees
acting hereunder, and shall include both the single and plural number. The words
"he," "him," and "his," as used in this Agreement in reference to the Trustee
shall mean "they," "them," and "their," respectively, when more than one Trustee
is acting hereunder.
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12. Term.
(a) This Agreement shall continue in effect until July 25,
2008 (subject to extension as hereinafter set forth), but shall terminate upon
the following: (1) the execution and acknowledgement (as deeds for the
conveyance of real estate are required to be acknowledged under the laws of
Arizona then in effect) by the Trustee hereunder of a deed of termination, duly
filed in the Company's office in Phoenix, Arizona; or (2) a formal request of
termination in writing by the registered holders of all voting trust
certificates outstanding under this agreement to the Trustee, and the execution
and acknowledgement of a deed of termination (as deeds for the conveyance of
real estate are required to be acknowledged under the laws of Arizona then in
effect) by said registered holders of all the voting trust certificates, duly
filed in the Company's principal office in Phoenix, Arizona. Upon receipt of
said written request of termination and deed of termination from the registered
holders, the Trustee, in his sole discretion, may elect to terminate the trust,
provided that upon said request by the registered holders, the Trustee shall not
unreasonably refuse to terminate the trust. Further, this Agreement shall be
terminated in the event of a registered public offering as contemplated under
Section 1.4 of the Stock Purchase Agreement dated concurrently herewith.
(b) At any time within two years prior to July 25, 2008, or at
any time within two years prior to the time of expiration hereof as theretofore
extended, one or more holders of voting trust certificates hereunder may, by
agreement in writing and with the Trustee's written consent, extend the duration
of this Agreement for an additional period not exceeding ten years. In the event
of such extension, the Trustee shall, prior to the time of expiration as
hereinabove provided, as originally fixed, or as theretofore extended, as the
case may be, file in the Company's principal office in Phoenix, Arizona, a copy
of such extension agreement, and of the consent thereto. Thereupon the duration
of this voting trust agreement shall be extended for the period fixed by such
extension agreement, provided, however, that no such extension agreement shall
extend the term of this Agreement beyond the maximum period then permitted by
applicable law or affect the rights or obligations of the persons not parties
thereto.
13. Compensation and reimbursement of trustee. The Trustee shall
serve without compensation. The Trustee shall have the right to incur and pay
such reasonable expenses and charges, to employ and pay such agents, attorneys,
and counsel as he may deem necessary and proper to effectuate this Agreement.
All such expenses or charges incurred by and due to the Trustee may be deducted
from the dividends or other moneys or property received by him on the stock
deposited hereunder. Nothing herein contained shall disqualify the Trustee or
successor Trustees, or incapacitate them from serving the Company or any of its
subsidiaries as officer or director, or in any other capacity, and in any such
capacity receive compensation.
14. Notice.
(a) Unless otherwise specifically provided herein, any notice
to or communication with the holders of the voting trust certificates hereunder
shall be deemed to be sufficiently given or made if enclosed in postpaid
envelopes (regular not registered mail) addressed to such holders at their
respective addresses appearing on the Trustee's transfer books, and deposited in
any post office or post office box. The addresses of the holders of voting trust
certificates, as shown on the Trustee's transfer books, shall in all cases be
deemed to be the
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addresses of voting trust certificate holders for all purposes under this
Agreement, without regard to what other or different addresses the Trustee may
have for any voting trust certificate holder on any other books or records of
the Trustee. Every notice so given shall be effective, whether or not received,
and the date of mailing shall be the date such notice is deemed given for all
purposes.
(b) Any notice to the Company hereunder shall be sufficient if
enclosed in a postpaid envelope and sent by registered mail to the Company
addressed as follows: 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx X-000, Xxxxxxx, Xxxxxxx
00000, or to such other address as the Company may designate by notice in
writing to the Trustee.
(c) Any notice to the Trustee hereunder may be enclosed in a
postpaid envelope and sent by registered mail to the Trustee, addressed to him
at such addresses he may from time to time furnish in writing to the Company,
and if no such address has been so furnished by the Trustee, then to him in care
of the Company.
(d) All distributions of cash, securities, or other property
hereunder by the Trustee to the holders of voting trust certificates may be
made, in the Trustee's discretion, by mail (regular or registered mail, as the
Trustee may deem advisable), in the same manner as hereinabove provided for the
giving of notices to the holders of voting trust certificates.
15. Entire agreement. This Agreement supersedes all agreements
previously made between the parties relating to its subject matter. There are no
other understandings or agreements between them.
16. Non-Waiver. No delay or failure by a party to exercise any
right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
17. Headings. Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
18. Governing law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Arizona.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
20. Binding effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of each of the parties and their
respective legal representatives, successors and assigns.
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In witness whereof the Company and the Trustee have signed and sealed
this Agreement, and the Stockholders have signed and sealed this Agreement and
have stated the number of shares of capital stock of the company deposited
respectively by them.
___________________________________
World's Fare, Inc., dba FutureOne
By: Xxxxxxx X. Northern
President
___________________________________
Xxxxxxx X. Northern
Co-Trustee
___________________________________
Xxxx X. Xxxx
Co-Trustee
___________________________________
Blackwater Capital Group, L.L.C.
By: Xxxxxx X. Xxxxx
Managing Member
___________________________________
Blackwater Capital Group, L.L.C.
By: Xxxx X. Xxxxxx, Xx.
Member
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