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 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.
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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"
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VOTING TRUST CERTIFICATE
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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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