IRREVOCABLE PROXY AGREEMENT
This Agreement (the "Agreement" or the Proxy), entered into this ______
day of January 2009, is by and between Xxxxxx X. Xxxxx (hereinafter the
"Proxy Holder") and ______________________________________ (hereinafter the
"Stockholder"), a shareholder of Trycera Financial, Inc., a Nevada
corporation (the "Company").
Recitals:
WHEREAS, the Company has ceased its principal operations and has become
a dormant company without assets or operations;
WHEREAS, the Proxy Holder has agreed to assist in the cleanup of the
Company, to assume management control of the Company, and to assist the
Company in seeking a new business venture or someone willing to assume
control of the Company and pay the outstanding debts;
WHEREAS, the Proxy Holder has agreed to grant such assistance only if he
is assured that he has sufficient votes to proceed with any proposed
transaction requiring shareholder approval; and
WHEREAS, the Stockholder is willing to grant to the Proxy Holder the
right to vote the shares owned by such party for a limited period of time in
order to allow Proxy Holder the opportunity to revitalize the company and/or
satisfy its debts;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth herein, and for other consideration the sufficiency and receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Issuance of Proxy. Except as limited herein, the Stockholder
hereby irrevocably constitutes and appoints Proxy Holder the true and lawful
attorney, agent and proxy, with full power of substitution, of the
Stockholder for the period hereinafter defined, for and in the name, place
and stead of the Stockholder, to vote all shares of the Company now or
hereafter beneficially owned or held of record by the Stockholder and all
shares in which the Stockholder now or hereafter may have any legal or
beneficial interest, to vote such shares of stock at any and all meetings of
the shareholders of the Company, whether regular or special, and at any
adjournment or adjournments thereof, and to execute with respect to said
shares of stock any and all instruments, consents, directions or other
documents relative to the corporate affairs of the Company or calling for the
approval or disapproval of any corporate act or transaction by the
shareholders of the Company.
2. Term. The term of this irrevocable Proxy shall commence as of the
date of this Agreement and shall expire on December 31, 2009; provided that
if prior to December 31, 2009, Proxy Holder shall resign as a director of the
Company, or if Proxy Holder shall cease to otherwise control the Company,
this Proxy shall immediately and without further notice be terminated.
3. Stock Transfer Records. Each of the stock certificates to which
this irrevocable proxy shall apply shall be designated as subject to this
irrevocable proxy on the transfer records of the Company.
4. Proxy Coupled with an Interest. This proxy is being given in
conjunction with the continued assistance of the Proxy Holder in cleaning up
the Company, which continued assistance requires his appointment hereunder.
For this reason, among others, the Stockholder acknowledges and declares
that, (a) this Agreement and the proxy hereby granted are irrevocable for the
term set forth herein, and (b) the proxy granted hereby is coupled with an
interest.
5. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants that said shares are owned free and clear of all
liens, encumbrances, other proxies, charges and assessments of every nature
and subject to no restrictions with respect to transferability, and that,
except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements, voting agreements, or demands of any
character relating to the foregoing shares of the Company.
6. Sale of Shares. The Stockholder shall not sell, pledge,
hypothecate, or transfer the shares of the Company owned by such Stockholder
so long as this Proxy shall be in effect, unless the person assuming control
of the shares agrees in writing to be bound by the terms of this Agreement.
7. Miscellaneous.
a. Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by the statutes of the State of Utah.
b. Waiver and Amendment. Neither this Agreement nor any
provision hereof may be changed, waived, terminated or discharged orally, but
only by an instrument in writing signed by the party against whom enforcement
of the change, waiver, termination or discharge is sought.
c. Successors and Assigns. This Agreement shall be binding upon
the parties and their heirs, executors, administrators and assigns and shall
inure to the benefit of the other parties and heirs, executors,
administrators and assigns.
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d. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.
e. No Other Agreements. This Agreement constitutes the entire
understanding of the parties with respect to the transactions contemplated
hereby, and all prior understanding with respect thereto, whether written or
oral, shall be of no force and effect.
f. Survival of Covenants, Etc. All covenants, representations
and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect until the obligations of this
Agreement have been fully satisfied.
g. Partial Invalidity. If any term of this Agreement shall be
held to be invalid or unenforceable, such term shall be deemed to be
severable and the validity of the other terms of this Agreement shall in no
way be affected thereby.
h. Headings. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
i. Further Action. The parties hereto agree to execute and
deliver such additional documents and to take such other and further action
as may be required to carry out fully the transaction(s) contemplated herein.
IN WITNESS WHEREOF, the undersigned have executed this document the day
and year first above written.
PROXY HOLDER: ___________________________________
Xxxxxx X. Xxxxx
STOCKHOLDER: ___________________________________
Signature
___________________________________
Please Print Name
___________________________________
Name of Entity, if applicable
___________________________________
Title of Xxxxxx, if applicable
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Attachment to Form of Proxy
Date of Proxy Signing Party(ies)
------------- ------------------
January 16, 2009 Xxxx Xxxx, individually;
Xxx Xxxx, Trustee of Xxxx 2000 Children's Trust;
Xxxx Xxxx, President of Sagoso Capital, LLC;
Xxxx Xxxx, Trustee of Knitowski Children's Trust; and
Xxxx Xxxx, Trustee of Knitowski Children's Trust UAD 4/28/00
January 16, 2009 Xxxx X. Xxxxxxxxx, individually; and
Xxxx X. Xxxxxxxxx, Custodian for Xxxx Xxxxxxxxx XXX
January 16, 2009 Hang Xxx Xxxx
January 21, 2009 Xxxxx Xxx; and
Xxxxx Xxx
January 21, 2009 Xxxx Xxxx
January 21, 2009 Xxxx Xxxxx
January 26, 0000 Xxxxxxx X. Xxxxxx
January 28, 2009 Xxxxx Xxx
