VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT made this ____ day of May, 2001
between and among _____________________ and ____________________ (collectively
"Shareholders"), and AB FINANCIAL SERVICES, LLC, as voting trustee, ("the Voting
Trustee").
W I T N E S S E T H:
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Shareholders, who own $.02 par value common stock of US Data
Authority, Inc., a Florida corporation ("the Company"), deem it necessary and
advisable, for their mutual best interests and the stability of policy and
management of the Company, to deposit all of their common stock in the Company
with the Voting Trustee pursuant to the terms and conditions of this Agreement;
and the Voting Trustee has consented to act as Voting Trustee under this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and intending to be legally bound hereby, the parties hereto
agree as follows:
1. (a) Shareholders hereby assign, transfer and deliver to the
Voting Trustee, all of the issued and outstanding common stock of Company now
owned by them, as follows:
Name No. of Shares Transferred
_______________________
_______________________
TOTAL
and all stock of Company, common or otherwise, having voting rights, hereafter
issued to them, with respect to the aforesaid shares, whether as a stock
dividend, stock split, or other distribution or exchange. (All common stock of
the Company assigned or to be assigned to the Voting Trustee is referred to
herein as the "Stock").
(b) Shareholders shall deliver to the Voting Trustee
certificates for the Stock, duly endorsed for transfer to the Voting Trustee,
and Voting Trustee shall cause the Stock to be registered in its name, as Voting
Trustee, and shall hold such Stock subject to the terms of this Agreement. Upon
receipt of the certificates for the Stock, the Voting Trustee shall issue and
deliver to each Shareholder a Voting Trust Certificate, in the form attached
hereto as Exhibit "A," for the number of shares deposited and transferred by
such Shareholder.
2. (a) Until the termination of this Voting Trust Agreement
and the actual delivery to the holders of Voting Trust Certificates issued
hereunder of stock certificates of Company in exchange therefor as herein
provided, the Voting Trustee shall have the right to exercise, in person or by
proxy, all Shareholders' rights and powers in respect of all Stock including the
right to vote thereon, 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, (including, without
limitation, the sale of all or substantially all of the
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assets of the Company or the merger of the Company with or into any other
corporation), which may be presented at any meeting or require the consent of
Stockholders of the Company.
(b) In holding and voting the Stock, the Voting Trustee shall
act in such manner and make such decisions as he deems to be necessary or
appropriate, but it shall not be personally responsible with respect to any act
committed or omitted to be done under this Agreement, provided such commission
or omission does not amount to willful misconduct on its part and provided also
that the Voting Trustee, at all times, exercises good faith in such matters.
3. The Voting Trustee may, by written notice to the
Stockholders, designate additional successors (in order of succession) and
replace any successor. Upon the resignation or inability to act of the Voting
Trustee or successor without a surviving designated successor or additional
successor, this Voting Trust Agreement shall terminate.
4. The Voting Trust hereby created shall continue for a term
of one year from the date hereof, unless it is sooner terminated pursuant to
Paragraph 3.
5. At the expiration or termination of the Voting Trust hereby
created, each Voting Trust Certificate holder will, upon presentation and
surrender of the Voting Trust Certificate issued to him, be entitled to receive
a certificate or certificates for the number of fully-paid shares of Stock
represented by such Voting Trust Certificate. For the duration of the Voting
Trust, each party holding Voting Trust Certificates shall be entitled to receive
payments
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equal to the dividends, if any, and any other distributions that are collected
by the Voting Trustee on the number of shares represented by such Voting Trust
Certificate.
6. (a) Voting Trust Certificates shall be transferable at the
principal office of the Company on the books of the Voting Trustee, by the
registered owner thereof either in person or by duly authorized attorneys, upon
surrender thereof, according to the rules established for that purpose by the
Voting Trustee, and subject to the provisions of paragraph 6(b) hereof, and the
Voting Trustee may treat the registered holder of Voting Trust Certificates as
owners thereof for all purposes, but the Voting Trustee shall not be required to
deliver stock certificates hereunder without the surrender of such Voting Trust
Certificates.
(b) Each holder of Voting Trust Certificates represents that
he is acquiring such certificates for his own account for investment and not for
distribution, and agrees that he will not transfer such certificates except in
compliance with the Securities Act of 1933, and agrees that such certificates
may bear a legend to that effect.
7. If a Voting Trust Certificate is lost, stolen, mutilated or
destroyed, the Voting Trustee in its discretion may issue a duplicate of such
Certificate upon receipt of:
(a) Evidence of such fact satisfactory to it;
(b) Indemnity satisfactory to it;
(c) The existing certificate, if mutilated; and
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(d) Its reasonable fees and expenses in connection with
the issuance of a new Voting Trust Certificate.
The Voting Trustee shall not be required to recognize any
transfer of a Voting Trust Certificate not made in accordance with the
provisions hereof, unless the person claiming such ownership shall have produced
evidence of title satisfactory to the Voting Trustee and shall in addition
deposit with the Voting Trustee indemnity satisfactory to it.
8. Any notice to or communication with the holders of the
Voting Trust Certificates hereunder shall be deemed to be sufficiently given or
made if mailed registered mail, return receipt requested, addressed to such
holders at their respective addresses appearing on the transfer books of the
Voting Trustee. Notices to the Voting Trustee hereunder shall be sent by
registered mail to the Voting Trustee, addressed to it at its address listed
under its name at the end of this Agreement, or at such other address as may
from time to time be furnished in writing to the Voting Trust Certificate
holders by the Voting Trustee.
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IN WITNESS WHEREOF, the Voting Trustee and the Shareholders
have executed this Agreement the day and year first above written.
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Witness , SHAREHOLDER
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Witness , SHAREHOLDER
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____________________________ AB FINANCIAL SERVICES, LLC,
Witness Voting Trustee
Address: 0000 X. Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
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NO.____________ _________SHARES
VOTING TRUST CERTIFICATE
US DATA AUTHORITY, INC.
The shares of stock of US DATA AUTHORITY, INC., a Florida
corporation (the "Company"), represented by this Voting Trust Certificate are
held under and subject to the terms and restrictions of a Voting Trust Agreement
dated May __, 2001 between _________________ and ___________________
("Shareholders") and AB Financial Services, LLC ("Voting Trustee") and all other
shareholders of the Company who may, by the terms of such Voting Trust
Agreement, become parties thereto. Said Voting Trust Agreement is on file and
available for inspection, by proper parties, at the registered office of the
Company at 0000 X.X. Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00, Xxxx Xxxxx, Xxxxxxx
00000.
This is to certify that, upon the expiration or termination of
the Voting Trust Agreement, the duly registered holder hereof, will be entitled
to receive a certificate or certificates of _____ shares of the fully paid and
non-assessable, $.02 par value, common stock of the Company and, in the
meantime, will be entitled to receive payments equal to the dividends, if any,
collected by the undersigned Voting Trustee upon a like number of shares
standing in its name; and until after the actual delivery of such certificates
the Voting Trustee shall possess and be entitled to exercise all rights and
powers of every name and nature, including the right to vote in
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respect of any and all such stock, as provided by the terms and conditions of
the said Voting Trust Agreement; it being expressly stipulated that no right
passes to the owner hereof by or under this certificate or by or under any
agreement, expressed or implied.
This Certificate is transferable only on the books of the
Voting Trustee in accordance with the conditions and restrictions of the said
Voting Trust Agreement, upon surrender hereof by the duly registered holder or
by its duly authorized attorney. Until such transfer is made, the Voting Trustee
may treat the registered holder as owner thereof for all purposes whatsoever,
except that delivery of stock certificates hereunder shall not be made without
the surrender hereof.
WITNESS the hand of the Voting Trustee this _____ day of May,
2001.
AB FINANCIAL SERVICES, LLC
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Voting Trustee
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