OWOL FOUNDERS VOTING TRUST
AGREEMENT
This OWOL Founders Voting Trust Agreement is made effective the 25th
day of May, 2000 between certain shareholders owning Super Voting Preferred
Stock of One World Xxxxxx.Xxx, Inc., a Nevada corporation (hereinafter the
"Company"), with its principal office in Provo, State of Utah, whose names are
subscribed on the Agreement, and all other shareholders who shall join and
become parties to this agreement (hereinafter the "Shareholders"), and Xxxxx X.
Xxxxxxx as trustee (hereinafter the "Trustee").
WHEREAS, the Shareholders believe their object to insure continuity and
stability of policy and management of the Company can be best accomplished by
acting together jointly and severally in the manner set forth in this Agreement,
and in particular by giving to the Trustee as their agent and attorney-in-fact
an irrevocable power of sale upon the terms and conditions set forth in this
Agreement; and
WHEREAS, for the purpose of this protection the Shareholders have
requested the Trustee to take and hold for the duration of this Agreement the
legal title to their shares, the legal title to be held by the Trustee in trust
for the common benefit of the Shareholders under the terms and conditions set
forth in this Agreement and the Trustee has agreed so to do.
NOW, THEREFORE, pursuant to UCA ss. 16-10a-730 (1995) the Shareholders
in consideration of these mutual promises agree to and with the Trustee as
follows:
1. Transfer of Stock to Trustee. Each of the Shareholders shall assign
and deliver to the Trustee certificates representing the number of shares of
stock owned by them and in the number set opposite their names as set forth on
Exhibit A attached hereto. The Shareholders shall do all things necessary for
the transfer of their respective shares to the Trustee on the books of the
Company, One World Xxxxxx.Xxx, Inc., and also to cause any further transfers of
the shares to be made which may become necessary through the occurrence of any
change of the persons holding the office of Trustee as provided. The Trustee
shall surrender to the proper officers of the Company for cancellation all
certificates of stock which shall be assigned and delivered to him, and the
Company shall issue new certificates therefor in the name of the Trustee under
this Agreement.
2. Power of Trustee. During the period this Agreement shall be in
force, the Trustee shall possess the legal title to the shares deposited and
shall be entitled to exercise all rights of every type and nature including,
without limitation, the right to vote in person or by proxy with respect to any
and all shares. The Trustee shall have the right to exercise in person or by
proxy all voting rights and powers in respect of all stock deposited and to take
part in or consent to any corporate or shareholders' 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 shareholders of the Company. Without limiting such general right, it
is understood that such action or proceeding may include, upon terms
satisfactory to the Trustee, the sale of all or any part of the Company and the
dissolution of the Company or the consolidation, merger, reorganization or
recapitalization of the company.
(a) Considering the foregoing, the right of the Trustee to
vote shall include the right of the Trustee to vote for himself as a director
and/or officer of the Company, and participate in fixing the amount of
compensation therefor or as an employee of the Company. Further, the Trustee, or
any firm of which he is an employee, owner, director, or agent, may contract
with the Company or be or become pecuniarily interested in any matter or
transaction to which the Company may be a party, as fully as though that person
were not a Trustee hereunder.
(b) The Trustee, however, shall exercise the voting powers and
rights of the stock placed within the Trust after he has determined how the
Shareholders would like him to vote. In the event that the Shareholders cannot
come to a unanimous agreement, then the Trustee shall take an informal poll of
the Shareholders. Based on the results of this informal poll, the Trustee shall
exercise the voting powers of the stock placed within the trust according to
desires of two-thirds of the Shareholders.
3. [Dividends/Interest]. The Shareholder who holds each Voting Trust
Certificate shall be entitled to receive, from time to time, payments equal to
the [dividend/interest] received by the Trustee, upon a like number of shares as
is specified in the Voting Trust Certificate. The Trustee shall collect and
receive all [dividends/interest] that may accrue upon the shares of stock
subject to this trust, if any, and shall divide the [dividends/interest] among
the Shareholders who hold Voting Trust Certificates in proportion to the number
of shares respectively represented by their Voting Trust Certificates.
4. Voting Trust Certificates. The Trustee shall issue to each of the
Shareholders a Voting Trust Certificate for the initial number of shares
represented by the certificates of stock transferred by the Shareholders to the
Trustee pursuant to this Agreement. Each Voting Trust Certificate shall state
that it is issued pursuant to this Agreement, and shall set forth the nature and
proportional amount of the beneficial interest thereunder of the person to whom
it is issued, and shall be assignable, after the manner of certificates of stock
on books to be kept by the Trustee. The books shall be available for inspection
by Voting Trust Certificate holders during business hours at the principal
office of the Trustee at [4778 X. 000 X, Xxxxx 000, Xxxxx, Xxxx].
(a) The certificates shall be in substantially the form as
shown on Exhibit B attached hereto.
5. Additional Shares. From time to time after this Agreement shall have
taken effect, if a Shareholder receives additional shares of common stock of the
Company, that stock shall be transferred to the Trustee as provided in this
Agreement, and shall be subject to the terms and conditions of this Agreement.
In addition, the Trustee may receive any additional shares, including stock
dividends or stock splits, of the common stock of the Company. Upon receipt by
the Trustee, all such shares shall become subject to the terms of this
Agreement, whether or not evidenced by a Voting Trust Certificate.
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6. Transfer of Certificates. During the period from the date of this
Agreement to and including the Termination Date (as that date is hereinafter
defined), the Shareholders agree with each other and with the Trustee, and the
Trustee accepts the trust upon the condition that during the term of this
Agreement the Shareholders will not attempt to sell, assign or otherwise
transfer their respective deposited shares except following a withdrawal of
shares pursuant to Section 8 of this Agreement. However, it is understood and
agreed between the parties to the Agreement that the Shareholders will be at
liberty to deal with the Voting Trust Certificates in the way of sale,
assignment, pledge, transfer or otherwise as they desire pursuant to the
transfer requirements set forth herein and noted on the Certificates.
7. Trustee's Sale of Shares. During the period of this Agreement, the
Trustee shall have the power to sell all or a portion of the deposited shares.
In the exercise of this power of sale, the Trustee shall first consult with the
Shareholders who hold Voting Trust Certificates to ascertain their desire with
respect to the sale and price of the sale, and shall act in accordance with the
desires of the Shareholders holding Voting Trust Certificates insofar as good
reason and judgment will allow.
(a) In case of a sale at any time during the period of this
Agreement, the proceeds shall be distributed by the Trustee to and among the
Shareholders holding Voting Trust Certificates upon surrender of the Voting
Trust Certificates. The proceeds shall be distributed in proportion to the
number of shares respectively represented by the Shareholders' Voting Trust
Certificates.
8. Withdrawal of Shares. During the period of this Agreement it is
understood and agreed between the parties hereto that the Trustee shall have the
exclusive, irrevocable power to sell all or a portion of the shares deposited
under this Agreement subject only to the terms of this Section 8. If during the
period of this Agreement any Shareholder shall desire to withdraw from the
restrictions of this Agreement all or a portion of the shares he or she has
deposited, the Shareholder may petition the Trustee for a return of shares. The
petition shall be written, shall state the number of shares proposed to be
withdrawn and shall be delivered to the Trustee at his principal office at the
address shown in Section 4 above. Withdrawal and return of the shares shall
require consent of the Trustee, which consent the Trustee, in his sole
discretion, may grant or withhold as to all or any portion of the shares
requested. The Trustee shall not be liable for the vote for or against
withdrawal so long as that vote is cast in good faith.
(a) If consent for withdrawal and return is granted, the
Trustee, as soon as possible but not later than five (5) business days after
consent to the withdrawal and return, shall assign and deliver to the
petitioning Shareholder the shares so requested, properly endorsed for transfer
to the Shareholder. Simultaneously, the petitioning Shareholder shall surrender
to the Trustee for cancellation the Voting Trust Certificates representative of
the shares withdrawn.
(b) In the event not all of the petitioning Shareholder's
shares are withdrawn, the Trustee shall issue to him a new Voting Trust
Certificate reflecting the number of shares deposited under the terms of this
agreement.
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9. Deposit of the Agreement. Immediately upon execution of this
Agreement, a true and correct counterpart of this agreement shall be deposited
with the Company at its registered office in Provo, Utah. The counterpart so
deposited shall be subject to the same rights of examination granted every
shareholder of the Company for the examination of the books and records of the
Company. Further, the counterpart so deposited shall be subject to examination
by any holder of a beneficial interest in the Voting Trust, either in person or
by agent or attorney, at a reasonable time for any proper purpose.
10. Amendment. If at any time the Trustee deems it advisable to amend
this Agreement, he shall submit such amendment to the holders of the then
outstanding Voting Trust Certificates for their approval at a special meeting
called for that purpose. Notice of the time and place of the meeting shall be
given by the Trustee by mailing the notice and a copy of the proposed amendment
to the last address furnished by the Shareholders to the Trustee. The notice
shall be sent by regular first class mail, postage prepaid, not less than ten
days before the day specified in the notice as the day of the meeting. If at
such special meeting the proposed amendment shall be approved by the affirmative
vote of two-thirds of the holders of Voting Trust Certificates, a certificate to
that effect, duly verified under oath by the Trustee and the Chairman and
Secretary of such meeting, shall be made and deposited in the registered office
of the Company in Provo, Utah and the proposed amendment of this Agreement, so
approved, shall become a part of this Agreement as if originally incorporated
herein
11. Dissolution. In the event of the dissolution or total or partial
liquidation of the Company, the monies, securities or properties received by the
Trustee in respect of the stock deposited under this Agreement shall be
distributed among the registered holders of Voting Trust Certificates in
proportion to the interests as shown by the books of the Trustee.
12. Extension and Termination.
(a) Except to the extent otherwise provided in paragraph 12(b)
below, this Agreement shall continue in effect until May 15, 2010. At any time
within six-months prior to this date, or at any time within six-months of the
expiration of any extension of this Agreement, one or more of the shareholders
may, by agreement in writing, extend the duration of this Agreement for an
additional period of time not to exceed ten years from the date of the
extension. The extension agreement shall not affect the rights or obligations of
the Shareholders that are not parties to the extension agreement; and all of
those Shareholders shall be entitled to remove their shares from this Trust and
promptly to have share certificates reissued in their names.
(b) This Agreement and any extension thereof, may be
terminated at any time by unanimous written consent of all the Shareholders.
Upon receipt of the requisite termination consents from the Shareholders, the
Trustee shall promptly mail written notice of the termination to the registered
owners of the Voting Trust Certificates at the last address furnished by the
Shareholders to the Trustee. After the date specified in this notice (which date
shall be fixed by the Trustee), the Voting Trust Certificates shall cease to
have any effect, and the holders of the Voting Trust Certificates shall have no
further rights under this Agreement other than to receive certificates for
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shares of stock of the Company or other property distributable under the terms
hereof upon the surrender of their respective Voting Trust Certificates.
13. Trustee.
(a) Nothing contained in this Agreement shall deprive the
Trustee as an individual of the privilege to be enjoyed by all other depositors
of selling or otherwise disposing of the Voting Trust Certificates at his
pleasure, or of purchasing additional Voting Trust Certificates, or of
purchasing additional stock in the Company and selling it.
(b) The Trustee shall serve without compensation for his
services as Trustee; however, the Trustee shall be entitled to reimbursement of
all reasonable costs and expenses as the Trustee may deem necessary and proper
for the performance of this Agreement and carrying this Agreement into effect.
Any such expense or charges incurred by and due to the Trustee may be deducted
from the dividends or other moneys or property received by the Trustee on the
stock deposited hereunder. In the alternative, any liabilities, claims or
expenses not so paid may be charged to the Shareholders pro rata and payable as
a condition to the withdrawal or return of their deposited shares.
(c) The Trustee may at any time resign by delivering to the
Shareholders in writing his or her resignation to take effect thirty (30) days
after delivery of the resignation. In every case of the death, resignation or
vacancy arising through other cause, the vacancy shall be filled by the
appointment of the successor Trustee to be made by two-thirds vote of the
Shareholders.
14. Limitation on the Liability of Trustee. In situations where the
Trustee must exercise the voting powers of the stock and he cannot reasonably
determine how the Shareholders would have him vote and he cannot informally poll
the Shareholders, then the Trustee will exercise his best judgment to vote,
whether it is for suitable directors that the affairs of the Company shall be
properly managed or on other matters which may come before him at any
shareholders' meeting. However, it is understood that the Trustee incurs no
liability or responsibility by reason of an error of law or of any matter or
thing done or omitted under this Agreement, except for his own individual
malfeasance.
15. Limitation of Purpose. It is understood and agreed that this
Voting Trust shall not participate in or enter into any business. The sole and
only purpose of this Voting Trust is to vote the shares and to grant the power
of sale on the conditions set forth in this Agreement and not to carry on any
business venture of any kind. The Trustee will be limited to voting the shares
and having power of sale.
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16. Miscellaneous. This Agreement shall be subject to the laws of
the State of Utah. This Agreement may be executed in counterparts.
This Voting Trust shall be effective the day and year first above
written.
/s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx, as Trustee
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EXHIBIT A
ONE WORLD XXXXXX.XXX, INC. VOTING TRUST AGREEMENT
SHAREHOLDERS AND NUMBER OF SHARES AT MAY 25, 2000
Owners of the Beneficial Interests
of the Voting Trust
NAME & ADDRESS SIGNATURE NO. OF SHARES
-------------- --------- -------------
Xxxxxx X. Xxxxxxx Family Trust /s/ Xxxxx X. Xxxxxxx 100,000
1610 East 1600 South --------------------------
Xxxxxxxx, Xxxx 00000 By: Xxxxx X. Xxxxxxx
Its: Trustee
Xxxxxx X. Xxxxxxx Family Trust /s/ Xxxxxx X. Xxxxxxx 100,000
1610 East 1600 South ---------------------------
Xxxxxxxx, Xxxx 00000 By: Xxxxxx X. Xxxxxxx
Its: Trustee
KKT Properties, LLP /s/ Xxxxx Xxxxxx 100,000
0000 Xxxxx Xxxxxxxxxx Xxxx ---------------------------
Xxxxx, Xxxx 00000 By: Xxxxx Xxxxxx
Its: General Partner
Nemelka Family Partnership /s/ Xxxxx X. Xxxxxxx 100,000
0000 Xxxxxxxxx Xxxx Xxxx --------------------------
Xxxxxxxxxxx, Xxxx 00000 By: Xxxxx X. Xxxxxxx
Its: General Partner
EXHIBIT B
NUMBER 1 100,000 SHARES
VOTING TRUST CERTIFICATE
(Common Stock of One World Xxxxxx.Xxx, Inc.,
a Nevada Corporation)
This certifies that the Xxxxxx X. Xxxxxxx Family Trust has deposited
100,000 shares of the Super Voting Preferred Stock $.001 par value of One World
Xxxxxx.Xxx, Inc., a Nevada corporation, with the Trustee named under a Voting
Trust Agreement between Xxxxx X. Xxxxxxx, Trustee, and certain Shareholders of
the Company, dated May 25, 2000. This Certificate and the interest represented
by it is transferable only on the books of the Trustee upon the presentation and
surrender of this Certificate.
The holder of this Certificate takes it subject to all the terms and
conditions of the Agreement between the Trustee and certain Shareholders of the
Company, and becomes a Party to the Agreement, and is entitled to the benefits
of the Agreement.
The Trustee has caused this Certificate to be signed effective the 25th
day of May, 2000.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx, Trustee
EXHIBIT B
NUMBER 2 100,000 SHARES
VOTING TRUST CERTIFICATE
(Common Stock of One World Xxxxxx.Xxx, Inc.,
a Nevada Corporation)
This certifies that KKT Properties, LLP has deposited 100,000 shares of
the Super Voting Preferred Stock $.001 par value of One World Xxxxxx.Xxx, Inc.,
a Nevada corporation, with the Trustee named under a Voting Trust Agreement
between Xxxxx X. Xxxxxxx, Trustee, and certain Shareholders of the Company,
dated May 25, 2000. This Certificate and the interest represented by it is
transferable only on the books of the Trustee upon the presentation and
surrender of this Certificate.
The holder of this Certificate takes it subject to all the terms and
conditions of the Agreement between the Trustee and certain Shareholders of the
Company, and becomes a Party to the Agreement, and is entitled to the benefits
of the Agreement.
The Trustee has caused this Certificate to be signed effective the 25th
day of May, 2000.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx, Trustee
EXHIBIT B
NUMBER 3 100,000 SHARES
VOTING TRUST CERTIFICATE
(Common Stock of One World Xxxxxx.Xxx, Inc.,
a Nevada Corporation)
This certifies that Nemelka Family Limited Partnership has deposited
100,000 shares of the Super Voting Preferred Stock $.001 par value of One World
Xxxxxx.Xxx, Inc., a Nevada corporation, with the Trustee named under a Voting
Trust Agreement between Xxxxx X. Xxxxxxx, Trustee, and certain Shareholders of
the Company, dated May 25, 2000. This Certificate and the interest represented
by it is transferable only on the books of the Trustee upon the presentation and
surrender of this Certificate.
The holder of this Certificate takes it subject to all the terms and
conditions of the Agreement between the Trustee and certain Shareholders of the
Company, and becomes a Party to the Agreement, and is entitled to the benefits
of the Agreement.
The Trustee has caused this Certificate to be signed effective the 25th
day of May, 2000.
/s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx, Trustee
