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Exhibit 10.2
Voting Trust Agreement
This Agreement is made as of July 1, 1999, by and between the
undersigned parties for the purpose of creating a Voting Trust of certain of the
common stock of Prologic Management Systems, Inc. an Arizona corporation,
hereinafter called "Company."
1. Exchange of Shares for Voting Trust Certificate. For valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, simultaneously with the execution of this Agreement, the
undersigned shareholders, hereafter called "Certificate Holders," hereby assign
and deliver the voting interest in the number of shares of common stock in the
Company ("VT Shares") listed opposite their respective names to the Trustee. The
Trustee is authorized to cause the VT Shares to be transferred to such Trustee
on the books of the Company, and will issue and deliver to each shareholder a
Voting Trust Certificate for the number of VT Shares transferred to the Trustee.
2. Form of Certificate. The Voting Trust Certificate shall be in
substantially the following form:
"No. 0189 Xxxxx X. Xxxx & Xxxxxxx Xxxx JT WROS 275,000 Shares
"No. 0190 Xxxxx X. Xxxx & Xxxxxxx Xxxx JT WROS 51,740 Shares
"No. 0227 Xxxxx X. Xxxx & Xxxxxxx Xxxx JT WROS 65,000 Shares
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Subtotal 391,740 Shares
"No. 0197 HFG Properties, Ltd. an AZ Limited Partnership 587,320 Shares
"No. 0226 HFG Properties, Ltd. an AZ Limited Partnership 110,000 Shares
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Subtotal 697,320 Shares
PROLOGIC MANAGEMENT SYSTEMS, INC.
VOTING TRUST CERTIFICATE
This is to certify that HFG Properties, Ltd., Xxxxx X. Xxxx
and Xxxxxxx Xxxx, JT WROS have transferred to the undersigned Trustee
voting and other rights with respect to the above-stated number of
shares of common stock of Prologic Management Systems, Inc., an Arizona
corporation, or any successor company, to be held by the Trustee
pursuant to the terms of a Voting Trust Agreement dated as of July 1,
1999, pursuant to Section 10-730 of the Arizona Business Corporation
Act, hereafter called "Voting Trust Agreement," a copy of which has
been delivered to the above-named Certificate Holder, and filed in the
office of the secretary of the corporation at Tucson, Arizona. The
Certificate
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Holder, or his successor or successors-in-interest, will be entitled to
receive payments equal to all cash dividends collected by the Trustee
upon the above-stated number of shares, and to the delivery of a
certificate or certificates for said number of shares upon the
termination of the Voting Trust Agreement, in accordance with its
provisions.
The Certificate Holder, by the acceptance of it, agrees to be
bound by all of the provisions of the Voting Trust Agreement as fully
as if the terms of the Voting Trust Agreement were set forth in this
Certificate.
Executed on July __, 0000 XXXXXXXX ACQUISITIONS IV, INC.
By____________________________
Trustee"
3. Voting by Trustee. During the period of this Voting Trust, the
Trustee shall have the exclusive right to vote the VT Shares or give written
consent, in person or by proxy, at all meetings of the shareholders of the
Company, and in all proceedings in which the vote or written consent of
shareholders may be required or authorized by law.
4. Dividends; Mergers; Proxies. If the Company issues dividends,
or if the Company is merged into another corporation or entity wherein Company
shareholders become entitled to receive shares of another corporation or entity
("Merger Shares") in the merger, the Trustee shall accept and receive such
dividends or Merger Shares. Upon receipt of cash dividends, the same shall be
distributed to the Certificate Holder. In the event that the dividends or Merger
Shares are in the form of share certificates having voting rights, the share
dividends or Merger Shares shall be held by the Trustee and a new Voting Trust
Certificate(s) representing the share dividends or Merger Shares shall be issued
to the Certificate Holder. Such additional shares shall become part of the VT
Shares. If either of the undersigned shareholders receive a proxy or power of
attorney to vote the shares of any other Company shareholder, to the extent
permitted by applicable law, the voting rights so obtained shall be transferred
to the Trustee.
5. Right to Sell. Commencing on the first anniversary of this
Agreement, each of the Certificate Holders shall have the right to sell the
shares of common stock represented by the Voting Trust Certificates into the
market subject only to the volume limitations, if any, imposed by Rule 144
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended. The Trustee agrees to cooperate with the broker(s) of
the Certificate Holder(s) to effectuate such sales in the most expeditious
manner and to execute such documents (including, without limitation, share
certificates or stock powers) as may be required to complete such sale(s). The
Trustee understands and acknowledges that any shares sold pursuant to this
provision shall be free of the Voting Trust imposed by this Agreement. Upon any
such sale, the Trustee will issue to the Certificate Holder(s) a new Voting
Trust Certificate representing the balance of the shares owned by Certificate
Holder(s) that are subject to this Agreement.
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6. Termination of Trust. This Voting Trust shall terminate
entirely on whichever of the following conditions occurs first:
(a) Two (2) years from the date of execution of this
Agreement, or
(b) The mutual agreement of the Trustee and the
Certificate Holder, or
(c) The termination of the employment of Xxxxx X. Xxxx as
the President of the Company, or its successor company if the company is
acquired by Sunburst Acquisitions IV, Inc. ("SUNBURST") or a designated
subsidiary of SUNBURST as provided in Sections 4(d) and (e) of the Employment
Agreement of Xxxxx X. Xxxx, dated as of May 27th, 1999, with the Company; or
(d) The purchase of all of the Shares back from SUNBURST
pursuant to Section 10(b) of the SPMA; or
(e) the parties to the SPMA mutually agree to terminate
the merger described in the SPMA.
Upon termination of this Agreement, the Certificate Holder
shall surrender his Voting Trust Certificate(s) to the Trustee, and the Trustee
shall deliver to the Certificate Holder shares of the Company properly endorsed
for transfer, equivalent to the amount of shares represented by the Voting Trust
Certificate(s) surrendered. If the Trustee has gone out of business or ceased to
exist without a legal successor, the Secretary of the Company is hereby
authorized to accept the Voting Trust Certificate(s) and to issue (or cause to
be issued) to Certificate Holder(s) the number of shares of common stock of the
Company represented by the Voting Trust Certificate(s).
7. Trustee's Compensation. The Trustee shall serve as Trustee
without compensation or expense reimbursement of any kind.
8. Binding on Successors. This Voting Trust Agreement shall be
binding on the lawful successors and assigns of the Trustee and each Certificate
Holder.
9. Notices from Company. All notices, reports, statements and
other communications directed to the Trustee from the Company or any successor
shall be forwarded forthwith to each Certificate Holder, with the postmarked
date and the date of receipt endorsed on the communication.
10. Copies of Agreement. This Agreement may be executed in
multiple counterparts, but shall not otherwise be separable or divisible. Upon
the execution of this Agreement and the establishment of this Trust, the Trustee
shall cause a duplicate of this Agreement and any extension thereof to be filed
with the Secretary of the Company or any successor, which duplicate(s) shall be
open to inspection by a shareholder, a Certificate Holder or an agent of either,
on the same terms as the record of shareholders of the Company is open to
inspection, and
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in any other manner provided for inspection under the laws of Arizona or the
laws of the jurisdiction in which any successor is organized.
Dated: July 1, 1999
Trustee:
SUNBURST ACQUISITIONS IV, INC.
/s/ Xxxxxxx X. Xxxxx
By__________________________________
Certificate Holder:
Xxxxx X. Xxxx & Xxxxxxx Xxxx, JT WROS
/s/ Xxxxx X. Xxxx /s/ Xxxxxxx Xxxx Number of Shares Deposited: 391,740
_____________________________________
Xxxxx X. Xxxx & Xxxxxxx Xxxx, JT WROS
HFG PROPERTIES, LTD.
an Arizona limited partnership
/s/ Xxxxx X. Xxxx
By__________________________________ Number of Shares Deposited: 697,320
Xxxxx X. Xxxx, General Partner
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No. 1 391,740 Shares
PROLOGIC MANAGEMENT SYSTEMS, INC.
VOTING TRUST CERTIFICATE
This is to certify that Xxxxx X. and Xxxxxxx Xxxx have transferred to
the undersigned Trustee voting and other rights with respect to the above-stated
number of shares of common stock of Prologic Management Systems, Inc., an
Arizona corporation, or any successor company, to be held by the Trustee
pursuant to the terms of a Voting Trust Agreement dated as of July 1, 1999,
pursuant to Section 10-730 of the Arizona Business Corporation Act, hereafter
called "Voting Trust Agreement," a copy of which has been delivered to the
above-named Certificate Holder, and filed in the office of the secretary of the
corporation at Tucson, Arizona. The Certificate Holder, or his successor or
successors-in-interest, will be entitled to receive payments equal to all cash
dividends collected by the Trustee upon the above-stated number of shares, and
to the delivery of a certificate or certificates for said number of shares upon
the termination of the Voting Trust Agreement, in accordance with its
provisions.
The Certificate Holder, by the acceptance of it, agrees to be bound by
all of the provisions of the Voting Trust Agreement as fully as if the terms of
the Voting Trust Agreement were set forth in this Certificate.
Executed on August 4, 1999
SUNBURST ACQUISITIONS IV, INC.
/s/ Xxxxxxx X. Xxxxx
By__________________________________
Trustee
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No. 2 697,320 Shares
PROLOGIC MANAGEMENT SYSTEMS, INC.
VOTING TRUST CERTIFICATE
This is to certify that HFG Properties, Ltd., an Arizona limited
partnership, has transferred to the undersigned Trustee voting and other rights
with respect to the above-stated number of shares of common stock of Prologic
Management Systems, Inc., an Arizona corporation, or any successor company, to
be held by the Trustee pursuant to the terms of a Voting Trust Agreement dated
as of July 1, 1999, or any extension thereof, pursuant to Section 10-730 of the
Arizona Business Corporation Act, hereafter called "Voting Trust Agreement," a
copy of which has been delivered to the above-named Certificate Holder, and
filed in the office of the secretary of the corporation at Tucson, Arizona. The
Certificate Holder, or his successor or successors-in-interest, will be entitled
to receive payments equal to all cash dividends collected by the Trustee upon
the above-stated number of shares, and to the delivery of a certificate or
certificates for said number of shares upon the termination of the Voting Trust
Agreement, in accordance with its provisions.
The Certificate Holder, by the acceptance of it, agrees to be bound by
all of the provisions of the Voting Trust Agreement as fully as if the terms of
the Voting Trust Agreement were set forth in this Certificate.
Executed on August 4, 1999
SUNBURST ACQUISITIONS IV, INC.
/s/ Xxxxxxx X. Xxxxx
By__________________________________
Trustee
