Exhibit 10.2
Voting
Trust/Proxy Agreement
(Appointment
by Shareholder)
January 17,
2011
Voting Trust/Proxy
Agreement
(Appointment by
Shareholder)
THIS AGREEMENT
made as of January 17,
2011
B ETW EEN :
So Act Network, Inc.
a corporation incorporated under the
laws of the State of Delaware, with its principal place of business
at 10685-B Hazelhurst Drive, Houston, TX 77043
John Blaisure
, of 124 Basil Street, Encinitas, CA
92024
Greg Halpern
, of 10685-B Hazelhurst Drive,
Houston, TX 77043
WHEREAS :
|
|
The Corporation was incorporated
under the laws of the State of Delaware on June 14, 2005 with an
authorized capital of 1000 Shares (the "Authorized
Shares");
|
|
|
The Shareholder owns 23,000,000 of
the Corporation’s Shares representing more than 10% of the
issued and outstanding shares in the capital of the Corporation
(the “Issued Shares”); having received twenty million
from Trustee and three million from the Corporation, and
|
|
|
The Shareholder has agreed that the
Voting Trustee shall control the right to vote by irrevocable proxy
attaching to the Issued Shares;
|
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in
consideration of the respective covenants and agreements of the
parties herein contained, it is agreed by and between the parties
as follows:
|
|
Delivery of Share
Certificates . The
parties hereby authorize and direct the Corporation to deliver to
the Shareholder the share certificate or certificates representing
the Issued Shares.
|
|
|
Holding of Issued
Shares . The Voting
Trustee agrees that the certificates representing all of the Issued
Shares shall be held in accordance with the terms of this Agreement
by the Shareholder and he or she shall deliver to the Voting
Trustee, from time to time, upon request, an acknowledgement of the
number of Issued Shares represented by certificates held by the
Shareholder hereunder.
|
|
|
Right to Vote
. The Shareholder agrees that the
Voting Trustee shall, in respect of all Issued Shares represented
by certificates deposited with Shareholder hereunder, exclusively
possess and be entitled to exercise in person or by proxy the right
to vote as Trustee sees fit pertaining to such Issued Shares
including, without limitation, the right to take part in and
consent to any corporate or shareholders' action of the
Corporation.
|
|
|
Acknowledgement
. It is understood and agreed that
the Voting Trustee shall exercise all rights as Voting Trustee by
this proxy in accordance with the requests of the Shareholder from
time to time, and failing any such requests, shall abstain from
voting and shall appoint a nominee of the S
|
|
