Exhibit 99.2
VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT dated as of June 8, 1999 (this
"Agreement") by and among those persons or entities whose names and addresses
appear on the signature pages hereof (individually, the "Shareholder" and
collectively, the "Shareholders") and Xx. Xxxxxxx X. Xxxxx, as Trustee (together
with his successors in trust, the "Trustee") and InfoAmerica, Inc., a Colorado
corporation ("IFOA" or the "Company").
W I T N E S S E T H :
WHEREAS, the Shareholders own the number of restricted shares of
common stock ("Common Stock") of the Company, and in the amounts and manner set
forth opposite each Shareholder's name on Exhibit A attached hereto; and
WHEREAS, the Trustee has consented to serve as Trustee under this
Agreement for the purposes herein provided.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties intending
to be legally bound hereby agree as follows:
1. Agreement.
Copies of this Agreement, and of every agreement
supplemental hereto or amendatory hereof, shall be filed at the office of the
Trustee's legal counsel, Xxxxxx Xxxx Xxxxxxxx, Esq., Xxxxxx Xxxxxx Flattau &
Klimpl, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, which copies
shall be available for inspection of the holder of a voting trust certificate
issued pursuant hereto (each a " Voting Trust Certificate") during business
hours and with the Secretary of the Company, which copies shall be available for
inspection by a shareholder of the Company who also is a holder of a Voting
Trust Certificate at the principal corporate office of the Company. Voting Trust
Certificates shall be issued to the Shareholders,
(Page 15 of 70 Pages)
received and held subject to all of the terms and provisions of this Agreement.
Every Shareholder entitled to receive a Voting Trust Certificate, and thus each
such Shareholder's permitted transferees and assigns, upon accepting such Voting
Trust Certificate, shall be bound by all of the terms and provisions of this
Agreement, with the same force and effect as if such person or other entity were
a signatory to this Agreement.
2. Independence of Trustee.
Except as otherwise expressly provided herein, the
Trustee shall be entitled to exercise all powers under this Agreement in his
sole and absolute discretion. The Trustee shall have no liability to any
Shareholder, any holder of a Voting Trust Certificate or any other person or
entity for any action or inaction by the Trustee (including, without limitation,
any vote by the Trustee), unless a final judgment by a court of competent
jurisdiction, from which no appeal may be taken, determines that the action or
inaction of the Trustee constituted willful misconduct.
3. Transfer of Shares to Trustee.
The Shareholders shall deposit with the Trustee
certificates representing all of the Shares listed on Exhibit B attached hereto
(the "Shares"). All such certificates shall be endorsed, or accompanied by such
instruments of transfer (such as duly executed blank stock powers), so as to
enable the Trustee to cause such certificates to be transferred into the name of
the Trustee, as hereinafter provided. Upon receipt by the Trustee of the
certificates representing any Shares and such instruments of transfer, the
Trustee shall hold the same subject to the terms of this Agreement, and subject
to the terms of a Voting and Shareholders Agreement dated as of the date hereof,
entered into by the Shareholders, the Company and the Trustee (the "Voting and
Shareholders Agreement") and shall thereupon issue and deliver to the
Shareholders a Voting Trust Certificate for the Shares so deposited. All
certificates representing Shares transferred and delivered to the Trustee
pursuant to this Agreement shall be surrendered by the Trustee to the Company
and canceled, and new certificates therefor shall be issued to and held by the
Trustee
(Page 16 of 70 Pages)
in the name of "Xxxxxxx X. Xxxxx, as Trustee" (or in the name of
the then successor Trustee, if any, as Trustee).
4. Voting Trust Certificates.
The Voting Trust Certificates shall be in the form
annexed hereto as Exhibit C.
5. Transfer of Certificates.
The Voting Trust Certificates shall be transferable
at the office of the Trustee's legal counsel, on the books of the Trustee, by
the registered owner thereof, either in person or by attorney thereunto duly
authorized, upon surrender thereof, according to the rules from time to time
established for that purpose by the Trustee, but only to the extent that any
such transfer is permitted by the terms of the Voting and Shareholders
Agreement; and the Trustee may treat the registered holder as the owner thereof
for all purposes whatsoever; but he shall not be required to deliver New Voting
Trust Certificates representing Shares without the surrender of the related
Voting Trust Certificate. No transfer of a Voting Trust Certificate may be
effected unless the Trustee receives proof of compliance with the provisions of
the Voting and Shareholders Agreement from the Company. If a Voting Trust
Certificate is lost, stolen, mutilated or destroyed, the Trustee may, in the
Trustee's sole and absolute discretion, issue a duplicate of such certificate
upon receipt of: (a) evidence of such fact satisfactory to Trustee; (b)
indemnity satisfactory to the Trustee; (c) the existing certificate, if
mutilated; and (d) payment of the Trustee's reasonable fees and expenses
(including, without limitation, reasonable attorneys' fees and expenses) in
connection with the issuance of a new Voting Trust Certificate. The Trustee
shall not be required to recognize any transfer of a Voting Trust Certificate
not made in strict accordance with the provisions of the Agreement and the
Voting and Shareholders Agreement.
6. Termination Procedure.
Upon the termination of this Agreement at any time,
as hereinafter provided, the Trustee, at such times as the Trustee may choose
during the period commencing twenty (20) days before such termination shall mail
written notice of such
(Page 17 of 70 Pages)
termination to the registered owners of the Voting Trust Certificates at the
addresses appearing on the transfer books of the Trustee. After the date
specified in any such notices (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 representing Shares or other property
distributable under the terms hereof and upon the surrender of the Voting Trust
Certificates. Within thirty (30) days after the termination of this Agreement,
the Trustee shall request the Company to deliver to the registered holders of
the Voting Trust Certificates stock certificates representing the number of
shares represented by the Voting Trust Certificates upon the surrender thereof
properly endorsed, such delivery to be made in each case at the Company's
principal place of business. Following any such request by the Trustee to the
Company, the Trustee shall have no further duties or obligations hereunder and
the Trustee shall not be required to take any further action hereunder.
7. Dividends.
Prior to the termination of this Agreement, the
holders of the Voting Trust Certificates shall be entitled to receive payment
equal to the cash dividends, if any, received by the Trustee upon the Shares
subject to Voting Trust Certificates. If any dividend in respect of such Shares
is paid by the Company, in whole or in part, in stock of the Company having
general voting powers, the Trustee shall likewise hold, subject to the terms of
this Agreement, the certificates representing stock which are received by
Trustee on account of such dividend, and the holder of the Voting Trust
Certificate 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 divided with respect to the Shares
represented by the Voting Trust Certificate. Holders entitled to receive the
dividends described above shall be those registered as such on the transfer
books of the Trustee at the close of business on the day fixed by the
Corporation for the taking of a record to determine those holders of its stock
entitled to receive such dividends or, if the Trustee has fixed a date, as
hereinafter provided, for the purpose of determining the
(Page 18 of 70 Pages)
holders of the 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.
If any dividend in respect of Shares is paid in
property other than in cash or in capital stock having general voting powers,
then the Trustee shall, after receipt thereof by the Trustee, distribute the
same to the holders of the 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 the Voting Trust Certificates entitled to receive such
distribution. Such distribution shall be made to such holders of the Voting
Trust Certificates in accordance with the number of Shares represented by the
Voting Trust Certificates.
The transfer books of the Trustee may be closed
temporarily by the Trustee for a period not exceeding ten (10) days preceding
the date fixed for the payment or distribution of dividends of the distribution
of assets or rights, or at any other time in the sole and absolute discretion of
the Trustee. In lieu of providing for the closing of the books against the
transfer of the Voting Trust Certificates, the Trustee may fix a date not
exceeding ten (10) 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 the Voting Trust
Certificates entitled to receive such payment or distribution, and the holders
of the Voting Trust Certificates of record at the close of business on such date
shall exclusively be entitled to participate in such payments or distributions.
In lieu of receiving cash dividends upon the Shares
and paying the same to the holders of the Voting Trust Certificates pursuant to
the provisions of this Agreement, the Trustee may instruct the Company in
writing to pay such cash 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 responsibility 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.
(Page 19 of 70 Pages)
10. Subscription Rights.
In the event any stock or other securities of the Company are offered for
subscription to the holder of the Shares, the Trustee, upon receipt of notice of
such offer, shall mail a copy thereof to the holders of the Voting Trust
Certificates.
11. Dissolution of the Company.
In the event of the dissolution or total or partial
liquidation of the Company whether voluntary or involuntary, the Trustee shall
receive the moneys, securities, rights or property to which the holders of the
Voting Trust Certificates are entitled and shall distribute the same to the
registered holders of the Voting Trust Certificates in accordance with the
interest, as shown on the books of the Trustee, or the Trustee may, in his sole
and absolute discretion, deposit such moneys, securities, rights or property
with any bank or trust company doing business in New York, New York or Los
Angeles, California, with authority and instructions to distribute the same as
above, and upon such deposit, all further obligations or liabilities of the
Trustee in respect of such moneys, securities, rights or property so deposited
shall cease.
12. Reorganization of the Company.
In the event the Company is merged into or
consolidated with another corporation, and all or substantially all of the
assets of the Company are transferred to another corporation, then in connection
with such transfer, the term "Company" for all purposes of this Agreement shall
be taken 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 Shares held hereunder
prior to such merger, consolidation or transfer. The 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
sole and absolute discretion, substitute for such Voting Trust Certificates new
Voting Trust Certificates in appropriate form, and the term "Shares" as used
herein shall be
(Page 20 of 70 Pages)
taken to include any shares of Voting stock which may be received by the Trustee
in lieu of all or any part of the Shares.
13. Rights and Powers of Trustee.
Until (i) the surrender of the Voting Trust
Certificates for cancellation, and (ii) the actual delivery to the holders of
the Voting Trust Certificate or certificates representing Shares in exchange
therefor, the Trustee shall possess and be entitled, subject to the provisions
hereof, in the Trustee's sole and absolute discretion, to exercise, in person or
by his nominees or proxies, all the rights and powers of an absolute owner of
the Shares deposited hereunder, including, without limitation, the right to
receive dividends on Shares and the right to vote, consent in writing or
otherwise act with respect to any corporate or shareholder's resolution or
action to the fullest extent permitted by applicable law.
The Trustee is further authorized to become a party
to or prosecute or defend or intervene in any actions or legal proceedings with
respect to the Shares, and the Shareholders and the holders from time to time of
the Voting Trust Certificates agree to indemnify the Trustee and to hold the
Trustee harmless from any such suit or legal proceeding.
15. Liability of Trustee.
In acting hereunder with respect to the Shares, the
Trustee shall have responsibility in respect of any action taken by the Trustee,
or any of the Trustee's agents or any omission to act by any of them, and the
Trustee shall incur no responsibility be reason of any error of law or of any
things done or suffered or omitted by the Trustee hereunder or in any matter
related hereto, except for those acts which are determined by a court of
competent jurisdiction in a final judgment from which no appeal may be taken, to
have been a direct result of the willful misconduct. The Trustee shall not be
required to give a bond or other security in connection with the Trustee's
duties hereunder. If the Trustee determines to obtain such a bond, the cost
thereof shall be paid by the Company.
(Page 21 of 70 Pages)
16. Successor Trustee.
The Trustee (and any successor Trustee) may at any
time resign as Trustee hereunder by mailing to the registered holders of the
Voting Trust Certificates a written resignation, to take effect twenty (20) days
thereafter or upon the new Trustee agreeing to act as Trustee hereunder. Upon
the death or resignation of Xxxxxxx X. Xxxxx, and upon the death or resignation
of any successor Trustee acting hereunder, a successor Trustee shall be
designated by the Company. The rights, power and privileges of the Trustee shall
be possessed by the successor Trustees, with the same effect as though such
successors had originally been parties to this Agreement.
17. Term.
This Agreement shall remain in effect for as long as
the Voting and Shareholders Agreement is in effect in accordance with its terms.
The terms "Shareholder" and "Shareholders" as defined herein shall be deemed to
include any and all such transferees, unless the context indicates otherwise.
18. 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 and to employ and pay such agents, attorneys and counsel as he may deem
necessary and proper for carrying this Agreement into effect. Any such expenses
or charges incurred by the Trustee shall be promptly reimbursed by the Company.
The Company shall, after making payment to the Trustee, be entitled to xxxx the
holders of the Voting Trust Certificates for the amount paid to the Trustee.
19. Shareholder's Representations and Warranties.
Each Shareholder represents and warrants to the
Trustee that the Shareholder owns that number of Shares set forth opposite his
or her name on Exhibit A hereto, free and clear of all liens, claims and
encumbrances of any kind whatsoever other than restrictions on transfer arising
under federal and state securities laws and the Voting and Shareholders
Agreement.
(Page 22 of 70 Pages)
20. Notices.
Any notice, request or other communication required
to be given pursuant to the provisions hereof shall be in writing and shall be
deemed to be given when actually received by the addressee, when delivered in
person, or five (5) days after being deposited with the United States Postal
Service, post prepaid, registered or certified, return receipt requested, and
addressed as follows: (a) if to the Trustee, to: Xxxxxxx X. Xxxxx, c/x Xxxxxx
Xxxx Xxxxxxxx, Esq., Xxxxxx Xxxxxx Flattau & Klimpl, LLP, 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and (b) if to the Shareholder, to the
Shareholder at the address set forth below the Shareholder's name on Exhibit A
hereto, or such other address as may be furnished in writing by the Shareholder
provided that notice of address shall only effective upon receipt.
21. Miscellaneous.
A. Costs and Fees. If any party or parties
breaches any provision of this Agreement, the breaching party or parties agrees
to pay the non-breaching party or parties all reasonable attorneys' fees and
expenses, expert witness fees, investigation costs, costs of tests and analysis,
travel and accommodation expenses, deposition and trial transcript costs, court
costs and other costs and expenses incurred by the non-breaching party in
enforcing this Agreement and/or preparing for legal or other proceedings, at the
trial or appellate level, whether or not such proceedings are instituted. If any
legal or other proceedings are instituted, the party prevailing in any such
proceeding shall be paid all of the aforementioned costs, expenses and fees, by
the other party, and if any judgment is secured by such prevailing party, all
such costs, expenses and fees shall be included in such judgment. References in
this paragraph to "legal proceedings" refer to the arbitration proceedings
contemplated hereby and proceedings to enforce the decision of the arbitrator or
arbitrators.
B. Waiver. No delay by a party in exercising any
right or remedy shall constitute a waiver of a party's rights under this
Agreement, and no waiver by any party of the breach of any covenant of this
Agreement by the other shall be construed as
(Page 23 of 70 Pages)
a waiver of any proceeding or succeeding breach of the same or any other
covenant or condition of this Agreement.
C. Broker. Each party represents to the other
that such party has not dealt with any other person acting as a broker in
connection with this transaction other than Xxxxx Xxxxxxxx. The Broker's
commission shall be paid pursuant to a separate agreement, a true correct and
complete copy of which is attached to the Merger and Plan of Reorganization as
Exhibit H.
D. Termination. This Agreement may, by notice
given prior to or at the Closing, be terminated:
i. by either IFOA or the Sellers if a material
breach of any provision of this Agreement is committed by the Sellers and/or the
Acquiree Corporations, in the case of IFOA, and IFOA, in the case of the
Sellers, and such breach is not to be waived;
ii. (i) by IFOA if any of the conditions in
Sections 6.1 and 6.3 of Article VI of the Merger Agreement and Plan of
Reorganization have not been satisfied as of the Closing Date or if satisfaction
of such a condition is or becomes impossible (other than through the failure of
IFOA or the Buyer, to comply with any of their respective obligations under this
Agreement) and IFOA has not waived such condition on or before the Closing Date;
or (ii) by Sellers, if any of the conditions in Sections 6.2 and 6.3 of Article
VI of the Merger Agreement and Plan of Reorganization have not been satisfied as
of the Closing Date or if satisfaction of such a condition is or becomes
impossible (other than through the failure of Sellers to comply with any of
their respective obligations under this Agreement) and IFOA has not waived such
condition on or before the Closing Date;
iii. by mutual consent of IFOA and Sellers; or
iv. by either IFOA or Sellers if the Closing has
not occurred (other than through the failure of any party seeking to terminate
this Agreement to comply fully with its obligations under this Agreement) on or
before June 15, 1999, or such later date as the parties may mutually agree upon
in writing.
(Page 24 of 70 Pages)
E. Notices. No notice, consent, approval or
communication provided for herein or given in connection herewith shall be
validly given, made, delivered or served unless it is in writing and delivered
personally, sent by overnight courier, or sent by registered or certified United
States mail, postage prepaid, with return receipt requested, to the addresses
for each party set forth below. Any party hereto may from time to time change
its address by notice to the other parties given in the manner provided herein.
Notices, consents, approvals and communications by mail in the United States
mail in the manner provided above or upon delivery to the respective addresses
set forth above if delivered personally or sent by overnight courier.
Addresses of the parties are the following:
To IFOA:
InfoAmerica, Inc.
0000 Xxxxxx Xxxxx
Xxxxx X
Xxxx Xxxxxxx, XX 00000
To the Sellers:
Xx. Xxxxxxx X. Xxxxx
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Xx. Xxxxxxx Xxxxx
c/o Country Cable
Xxx 0000-000
X.X. 0
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx Xxxxxx Flattau & Klimpl, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxx Xxxxxxxx, Esq.
To the Buyer:
(Page 25 of 70 Pages)
Mr. Xxxx Xxxxxx
InfoAmerica, Inc.
0000 Xxxxxx Xxxxx
Xxxxx X
Xxxx Xxxxxxx, XX 00000
With a copy to:
Xxxx X. Xxxxxx, Esq.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
To the Buyer:
Xx. Xxxxx Xxxxxx
InfoAmerica, Inc.
0000 Xxxxxx Xxxxx
Xxxxx X
Xxxx Xxxxxxx, XX 00000
With a copy to:
Xxxx X. Xxxxxx, Esq.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
F. Interpretation and Time. The captions of the sections of
this Agreement are for convenience only and shall not govern or influence in the
construction or interpretation hereof. This Agreement is the result of
negotiations among the parties and, accordingly, shall not be construed for or
against any party regardless of which party drafted this Agreement or any
portion thereof. Time is of the essence under this Agreement.
G. Successors and Assigns. All of the provisions hereof shall
inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto. This Agreement may not be assigned by any party hereto,
without the prior written consent of the other parties hereto.
(Page 26 of 70 Pages)
H. No Partnership. This Agreement is not intended to, and
nothing contained in this Agreement shall, create any partnership, joint venture
or other similar arrangement among the parties. This Agreement is between
independent contracting parties who have been advised by legal counsel of their
own choosing about entering into this Agreement.
I. Further Assurances. Each of the parties shall execute and
deliver all such other documents and perform such other acts, in addition to
execution and delivery of this Agreement, as are from time to time necessary in
order to carry out the purposes, matters and transactions that are contemplated
in this Agreement.
J. Incorporation of Exhibits. All Exhibits and Schedules
attached to this Agreement are hereby incorporated herein by reference and form
an integral part of this Agreement.
K. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Colorado, without giving effect to the conflict of law provisions
or principles of that State.
L. Date of Performance. If the date of performance of any
obligations or the last day of any time period provided for herein should fall
on a Saturday, Sunday or legal holiday, then said obligation shall be due and
owing and said time period shall expire on the first day thereafter which is not
a Saturday, Sunday or legal holiday. Except as may otherwise be set forth
herein, any performance provided for herein shall be timely made if completed no
later than 5:00 P.M., Pacific time, on the day of performance.
M. Counterparts. This Agreement may be executed in any number
of counterparts. This Agreement may be signed by original signatures or by
facsimile signatures. Any set of counterparts of this Agreement, whether
facsimile or originals or both, showing signatures by all parties, taken
together, shall constitute a single copy of this Agreement.
N. Resolution of Disputes. In the event of any disputes
among the parties as to their rights and obligations
(Page 27 of 70 Pages)
under this Agreement, including, but not limited to, any question as to whether
or not a party has performed its obligations fully or remedied an alleged breach
and any and all other disputes arising under this Agreement shall be resolved as
follows:
i. The parties shall submit their dispute to at
least four (4) hours of mediation in accordance with the mediation procedures of
American Arbitration Association ("AAA"). Any mediation session shall be held in
the City and State of New York.
ii. In the event the dispute does not then
settle within fifteen (15) calendar days after the first mediation session, the
parties agree to submit the dispute to binding arbitration which shall be held
in the City and State of New York in accordance with the rules and procedures of
the AAA (except as modified in this Agreement). The submission to arbitration
hearing shall be no later than forty-five (45) calendar days after the first
mediation session. The parties agree that arbitration shall be the exclusive
means of resolving any such dispute.
iii. The arbitrator or arbitrators conducting
the arbitration hearing shall render the arbitration decision in writing, which
writing shall explain the reasoning and basis for the decision. The decision of
the arbitrator or arbitrators shall be conclusive and binding on the parties and
not subject to any judicial review or appeal. The decision of the arbitrator or
arbitrators may be enforced in any court of competent jurisdiction.
iv. The parties agree to share equally the costs
of mediation. However, if the dispute is settled through arbitration, the
prevailing party shall be entitled to recover all costs and expenses incurred by
the prevailing party, including, without limitation, reasonable attorneys' fees
and expenses, to enforce its rights hereunder, in addition to any damages
recovered, as provided in "Costs and Fees" above.
O. Recitals. The recitals set forth above are a part of this
Agreement.
(Page 28 of 70 Pages)
P. Jurisdiction and Venue. Exclusive venue and jurisdiction
over any legal proceeding to enforce a judgment of the arbitrator or arbitrators
hereunder shall be in the federal and state courts located in New York County,
New York.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement of the date first above written.
--------------------------------------------
XXXXXXX X. XXXXX, AS VOTING TRUSTEE
AGREED TO BY
INFOAMERICA, INC.
By: ---------------------------------------
Name:
Title:
--------------------------------------------
Xxxxxxx Xxxxxx
--------------------------------------------
Xxxxxx Xxxxxx
--------------------------------------------
Xxxxxx Xxxxx
--------------------------------------------
Xx Xxxxxxxx
--------------------------------------------
Xxx Xxxxx
--------------------------------------------
Xxxxx Xxxxxx, Esq.
--------------------------------------------
Xxxxx Xxxxx
(Page 29 of 70 Pages)
L. F. Holdings
By: ---------------------------------------
Name:
Title:
-------------------------------------------
Xxxxxx Xxxxxxxx
-------------------------------------------
Stewart Sytner
IMED Management Corporation
By: ---------------------------------------
Name:
Title:
(Page 30 of 70 Pages)
Exhibit A
Name Shares
---- ------
Xxxxxxx Xxxxxx 600,000
Xxxxxx Xxxxxx 600,000
Xxxxxx Xxxxx 400,000
Xx Xxxxxxxx 500,000
Xxx Xxxxx 250,000
Xxxxx Xxxxxx, Esq. 600,000
Xxxxx Xxxxx 300,000
L. F. Holdings 1,600,000
Xxxxxx Xxxxxxxx 200,000
Stewart Sytner 900,000
(Page 31 of 70 Pages)
IMED Management 874,485
Corporation
(Page 32 of 70 Pages)
Exhibit B
Name Shares
---- ------
Xxxxxxx Xxxxxx 200,000
Xxxxxx Xxxxxx 200,000
Xxxxxx Xxxxx 133,333
Xx Xxxxxxxx 500,000
Xxx Xxxxx 166,666
Xxxxx Xxxxxx, Esq. 200,000
Xxxxx Xxxxx 100,000
L. F. Holdings 533,333
Xxxxxx Xxxxxxxx 66,666
Stewart Sytner 300,000
IMED Management 291,495
Corporation
(Page 33 of 70 Pages)
Exhibit C
VOTING TRUST CERTIFICATE
No. [___] [_____] shares
Xxxxxxx X. Xxxxx, as Trustee of the stock of InfoAmerica, Inc., (the
"Company") under a Voting Trust Agreement dated as of June 8, 1999 (the "Voting
Trust Agreement"), having received certain shares of stock of the Company
pursuant to such Agreement, which Agreement the holder hereof by accepting this
Certificate ratifies and adopts, hereby certifies that Xxxxxxx X. Xxxxx, as
Trustee will be entitled to receive a certificate for [_____________ (____)
fully paid shares of the common stock of the Company, without par value, on the
expiration of the Voting Trust Agreement, and in the meantime shall be entitled
to receive payments equal to any dividends that may be collected by the
undersigned Trustee upon a like number of such shares held by her under the
terms of the Voting Trust Agreement.
This Voting Trust Certificate is transferable only on the
books of the undersigned Trustee by the registered holder in person or by his or
her duly authorized attorney, and the holder hereof, by accepting this
certificate, manifests his or her consent that the undersigned Trustee may treat
the registered holder hereof as the true owner for all purposes, except the
delivery of stock certificates, which delivery of stock certificates shall not
be made without the surrender hereof.
IN WITNESS WHEREOF, Xxxxxxx X. Xxxxx has executed this
Voting Trust Certificate this 9th day of June, 1999.
--------------------------
Xxxxxxx X. Xxxxx
Trustee
(form of Assignment):
For value received, hereby assigns the within Voting Trust
Certificate, and all rights and interests represented thereby, to and appoints
(Page 34 of 70 Pages)
attorney to transfer this Voting Trust Certificate on the books of
the Trustee mentioned therein, with full power of substitution.
Dated: (Seal)
In presence of
(Page 35 of 70 Pages)
