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Voting Trust/Proxy Agreement

Proxy Agreement

Voting Trust/Proxy Agreement | Document Parties: SO ACT NETWORK, INC. You are currently viewing:
This Proxy Agreement involves

SO ACT NETWORK, INC.

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Title: Voting Trust/Proxy Agreement
Governing Law: Delaware     Date: 2/4/2011

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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

 

(the "Corporation")

 

- and -

 

John Blaisure , of 124 Basil Street, Encinitas, CA 92024

 

(the "Shareholder")

 

- and -

 

Greg Halpern , of 10685-B Hazelhurst Drive, Houston, TX 77043

 

(the "Voting Trustee")

 

WHEREAS :

 

(A)  

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");

 

(B)  

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

 

(C)  

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:

 

1.  

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.

 

2.  

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.

 

3.  

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.

 

4.  

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


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