VOTING TRUST AGREEMENT
This Voting Trust Agreement is made this 18 day of June, 1994, between the
Stockholders of Xxxxxxx Mining LLC, and the parties whose name are subscribed
hereto being stockholders of HCCA, Inc., all of which Stockholders are called
"Subscribers" and Xxxxx A Schbarach,hereinafter called "Trustee".
RECITALS
With a view towards the continuity of capable and competent management of HCCA,
Inc., which is in the interest of all stockholders of the corporation, the
Subscribers hereto are desirous of creating a Trust as described herein.
For the above reason and in consideration of the agreements herein and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto provide and agree as follows:
1. [TRANSFER TO TRUSTEE]: Subscribers shall forthwith endorse in blank
and assign and deliver to the Trustee the Stock Certificates for
shares owned by them repectively and shall do all things necessary to
effect the transfer of their stock to the Trustee on the books of the
transfer agent for Xxxxxxx Mining, LLC.
2. [TRUSTEE TO HOLD SUBJECT AGREEMENT]: The Trustee shall hold the shares
of stock so transferred to him for the common benefit of the
Subscribers under the terms and conditions hereinafter set forth.
3. [NEW CERTIFICATE TO TRUSTEE]: The Trustee shall surrender to the
transfer agent of Xxxxxxx Mining for cancellation all Stock
Certificates which shall be assigned and delivered to him as
hereinbefore provided and in his stead shall obtain a new stock
certificate issued to him as Trustee under this agreement.
[GRAPHIC OMITTED]
4. [TRUSTEE'S CERTIFICATE]: The Trustee shall issue to each of the;
Subscribers a Trust Certificate fear the number of shares. represented
by the certificates of stock transferred by the Subscriber to the
Trustee. Each Trust Certificate shall state that it is issued
pursuant to the terms of 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 registered and shall be assigned in
the same manner as Stock Certificates on the books to he kept by the
transfer agent.
5. [LISTS AND RECORDS]: The transfer agent shall keep a list of the
shares of stock transferred to the Trustee. The transfer agent shall
also keep a record of all Trust Certificates issued or transferred on
its books which records shall contain the names and addressees of the
Trust Certificate holders and the number of shares represented by each
such Trust Certificate. This list of Trust Certificates and the
records pertaining thereto shall be open at all reasonable times for
the inspection of the Trust Certificate holders. Upon the transfer on
the books of the Trustee of any Trust Certificate, the transferee
shall succeed to all of the rights and obligations, hereunder of the
transferor.
6. [TRUSTEE TO VOTE STOCK]: It shall be the duty of the Trustee, Xxxxx X.
Schlabbach, to vote all stock as in his judgement may be for the best
interests of the stockholders of Xxxxxxx Mining. This authority
includes, but is not limited to voting at all meetings of the
stockholders for the election of directors and on any other matter or
question which may be brought before any stockholders' meetings on
behalf of any stockholder as if such stockholder were personally
present.
7. [DIVIDENDS]: The Trustee shall collect and receive all dividends that
may accrue upon the shares of stock subject to this Trust and shall
promptly pay over the proportionate amount due to each Trust
Certificate holder in proportion to the number (if shares respectively
represented by their Trust Certificates.
8. [TRUSTEE'S INDEMNITY]: The Trustee shall serve without fee and without
expense. The Trustee shall be entitled to be fully indemnified out of
the dividends coming into his hands against all costs, charges,
expenses and other liabilities properly incurred by him in the
exercise of any power conferred upon him by these presents.
9. [TERMINATION OF TRUST]: In the event of the death of the Trustee,
Xxxxx Schlarch, or his refusing or being unable to act, this Trust
shall be terminated.
10. [DURATION]: The Trust created hereby shall continue for period of ten
(10) years from date hereof, and shall be renewable for an additional
like term.
IN WITNESS WHEREOF, the parties hereto have respectively signed this Voting
Trust Agreement on this the 18 day of June , 1994.
Subscribers
Health Care
Of America, Inc.
Trustee:
Xxxxx Xxxxxxxxx
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