|
EXHIBIT 10.2
VOTING TRUST AGREEMENT
THIS AGREEMENT is entered into and effective this 1st day of
January,
2007, between and among the following persons all of whom are
Stockholders of
Knight Energy Corporation, a Nevada corporation (the
"Corporation"):
William J. Bosso
Matthew T. Henninger
Bruce A. Hall
Harrysen Mittler
Lake Capital, LLC
Eckerd Kirsch
(such persons being the persons sometimes hereinafter referred
to individually
as a "Stockholder" and collectively as the "Stockholders");
and
NORTIA CAPITAL PARTNERS, INC.,
a Nevada corporation
(such person being sometimes hereinafter referred to as
"Trustee").
1. EXCHANGE OF SHARES FOR VOTING TRUST CERTIFICATES:
Simultaneously with the
execution of this Agreement, the Stockholders shall deliver to
the Trustee
properly endorsed certificates for the number of shares of the
Corporation's
stock shown opposite his respective name below (the "Shares").
The Trustee
shall hold the shares transferred to it in trust, subject to the
terms of this
Agreement. The Stockholders shall have no right to withdraw
their shares prior
to termination of this Agreement as hereinafter provided.
The Trustee shall cause such shares to be transferred to it on
the
Corporation's books and records. The Trustee shall thereupon
issue and deliver
to each of the Stockholders Voting Trust Certificates, in the
form shown in
Exhibit A to this Agreement, for the number of shares so
transferred, subject to
satisfying any applicable qualification requirements under
Nevada Law.
2. TRUSTEE'S POWERS, DUTIES AND COMPENSATION: The number of
Trustees under
this Agreement shall be one (1). The Trustee, or its designee,
may also serve
the Corporation in any capacity and may be a certificate holder
under this
Agreement. The Trustee shall have all of the rights, privileges
and powers of a
Stockholder of the Corporation, subject to the limitations set
forth below:
a. Voting rights: Beginning the Effective Date, and continuing
until
the termination of this Agreement, the Trustee shall have the
sole and exclusive
right to vote the shares transferred to it. The Trustee may
exercise such right
in person or by proxy at all Stockholder meetings and in all
1
<PAGE>
proceedings in which the vote or consent of Stockholders is or
may be required
by the Articles of Incorporation or Bylaws of the Corporation,
or as a matter of
law.
b. Notices, dividends and distributions: The Trustee shall
forward to
each Voting Trust Certificate holder copies of all notices,
reports, statements
and other communications received from the Corporation. The
Trustee shall
distribute, promptly upon receipt, all dividends and other
payments or
distributions received from the Corporation, to the certificate
holders in
proportion to their respective interests. If any dividends
consist of
additional shares having voting rights, the Trustee shall hold
these shares in
trust subject to the terms of this Agreement, and shall issue
new Voting Trust
Certificates representing the additional shares to the
certificate holders in
proportion to their beneficial interests.
c. No right to sell shares: The Trustee shall have no authority
to
sell, pledge, hypo
| 
