Exhibit 10.1
VOTING TRUST AGREEMENT
THIS
VOTING TRUST AGREEMENT (the “Agreement”) is dated
as of October 15, 2007, by and among Margie Chassman (the
“Stockholder”), Collexis Holdings, Inc., a Nevada
corporation (the “Company”) and William D.
Kirkland, Chief Executive Officer of the Company (the
“Trustee”).
RECITALS
A.
The
Stockholder currently owns 30,999,456 shares (the
“
Initial Shares ”)
of the Company’s Common Stock (the “
Common Stock ”).
The Stockholder currently owns no other shares of the
Company’s capital stock.
B.
The
Initial Shares constitute approximately 48.8% of the
outstanding Common Stock as of the date of this
Agreement.
C.
The
Stockholder believes that it is in her best interests and in
the best interests of the Company to transfer all of the Trust
Shares (as hereinafter defined) to the Trustee in trust for
the purpose of permitting the Trustee to vote those shares as
provided in this Agreement.
D.
In
accordance with the provisions of this Agreement, the
Stockholder has agreed to deposit, or cause to be deposited,
into the Trust: (i) the Initial Shares; and (ii) any other
shares of the Company’s capital stock that the
Stockholder hereafter acquires (including, without limitation,
any shares of capital stock of the Company that may be issued
upon the exercise of rights, warrants or options to purchase,
or other securities convertible into or exchangeable for, the
Common Stock) (collectively, the “
Additional Shares ”).
E.
The
Stockholder desires to empower the Trustee to vote all of the
shares of the Company’s capital stock that become
subject to the terms and conditions of this
Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and of the
agreements contained in this Agreement, the parties hereby
agree as follows:
1.
Definitions .
For all purposes of this Agreement, except as otherwise expressly
provided in this Agreement or unless the context otherwise
requires:
(i)
c apitalized
terms defined in the Recitals to this Agreement have the
meanings assigned to them there;
(ii)
capitalized
terms defined in other Sections of this Agreement have the
meanings assigned to them there;
(iii)
all
capitalized terms defined in this Agreement include the plural
as well as the singular and vice versa, when the context
requires; and
(iv)
where
appropriate, all references to the masculine in this Agreement
include both the feminine and the neuter, and vice versa, when
the context requires.
“
Chassman Affiliate ”
means: (i) a Chassman Family Member; (ii) an individual that is
supported, directly or indirectly, to a material extent by Chassman
or any Chassman Family Member; (iii) an individual that is (or has
been during the past three months) employed directly or indirectly
by Chassman or any Chassman Family Member; (iv) an individual or
entity that is (or has been during the past three months) retained
by Chassman or any Chassman Family Member as a consultant generally
operating at the direction of Chassman or such Chassman Family
Member; or (v) an entity that controls, is controlled by, or is
under common control with, the Stockholder or any Chassman Family
Member. Notwithstanding the foregoing, the following shall not be
deemed to be a Chassman Affiliate for purposes of Section 3(c) and,
pursuant to such Section 3(c), shall not be required to deposit
shares of the Company into the Trust: officers, directors and
employees of the Company who would not otherwise meet the
definition of a Chassman Affiliate but for their position as an
officer, director or employee of the Company or any subsidiary of
the Company, including but not limited to any joint venture in
which the Company has an interest.
“
Chassman Family Member ”
means any former, existing or future spouse, parent, child,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law of the Stockholder.
“
control ”
(including the terms “controlled by” and “under
common control with”) means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of any entity, whether through the
ownership of voting securities, by contract or
otherwise.
“
Excluded Shares ”
means: all shares of the Company’s capital stock acquired by
all Chassman Affiliates in the aggregate on or after the date of
this Agreement until the number of shares so acquired equals one
percent (1%) of the Company’s issued and outstanding capital
stock. Conversely, all shares of the Company’s capital stock
acquired by all Chassman Affiliates in the aggregate on or after
the date of this Agreement that are in excess of one percent (1%)
of the Company’s issued and outstanding capital stock shall
not constitute Excluded Shares.
“
Trust Beneficiary ”
means the Stockholder and any other beneficial owner of shares of
the Company’s capital stock who or that becomes subject to
the terms and conditions of this Agreement.
“
Trust Shares ”
means the Initial Shares, the Additional Shares and any other
shares of the Company’s capital stock that become subject to
the terms and conditions of this Agreement (including, without
limitation, any Initial Shares or Additional Shares or other shares
of the Company’s capital stock that are acquired by a
Chassman Affiliate on or after the date of this Agreement),
provided, however ,
that all Excluded Shares acquired on or after the date of this
Agreement shall not be included in the definition of “Trust
Shares” and will not be subject to the terms and conditions
of this Agreement.
2.
Appointment of the Trustee .
The Stockholder hereby appoints the Trustee to serve as the Trustee
of the Collexis Holdings, Inc. Voting Trust, the trust established
by this Agreement (the “Trust”), and the Trustee hereby
accepts such appointment and agrees to act as Trustee of the Trust
in accordance with the terms of this Agreement.
3.
Deposit of Shares .
(a)
Deposit of Initial Shares .
Concurrently with the execution of this Agreement, the Stockholder
will endorse in blank and assign and deliver to the Trustee all
certificates for the Initial Shares and shall do all things
necessary for the transfer of the Initial Shares to the Trustee on
the books of the Company.
(b)
Deposit of Additional Shares .
For so long as this Agreement remains in effect, the Stockholder
agrees to deliver to the Trustee certificates for all Additional
Shares hereafter acquired by the Stockholder or any Chassman Family
Member immediately upon becoming the record or beneficial owner of
those shares, duly endorsed for transfer or accompanied by duly
executed instruments of transfer.
(c)
Deposit of Shares to be Acquired by a Chassman Affiliate
.
For so long as this Agreement remains in effect, the Stockholder
agrees to cause any Chassman Affiliate who intends to acquire any
Trust Shares (hereinafter, a “
Chassman Affiliate Stockholder ”):
(i) to become a party to this Agreement; and (ii) to consent to the
registration, transfer and issuance of those shares in the name of
the Trustee (for the benefit of such Chassman Affiliate
Stockholder). Thereafter, such Chassman Affiliate Stockholder shall
be included within the definition of “
Trust Beneficiary ”
for all purposes of this Agreement.
(d)
Release of Shares from Trust .
If the Stockholder or any Chassman Affiliate Stockholder sells or
transfers any of the Trust Shares to a third party (other than to
the Stockholder, a Chassman Family Member, a Chassman Affiliate or
a Chassman Affiliate Stockholder), then, upon the closing of such
transaction or upon written notice thereafter, the Trust Shares so
transferred shall be released from this Trust.
4.
Trustee’s Powers and Duties .
(a)
Voting Powers .
Until the termination of this Agreement in accordance with Section
8, the Trustee shall have the right, in person or by proxy, to
exercise all voting rights and powers in respect of the Trust
Shares, and to take part in or consent to any corporate or
stockholder’s action of any kind whatsoever. The right to
vote shall include the right to vote for the election of directors
and in favor of or against any resolution or proposed action of any
kind or character that may be presented at any meeting of the
stockholders of the Company (whether at an annual or special
meeting of stockholders of the Company or by written consent action
of the stockholders of the Company), including without limitation
the dissolution, consolidation, merger, reorganization or
recapitalization of the Company.
(b)
Voting Procedures .
With regard to any matter submitted to the Company’s
stockholders for a vote (including by written consent), the Trustee
shall give instructions to the Company (which may be done by
executing and delivering a proxy) to the effect that the Trust
Shares are being voted on such matter “on a pro rata basis
proportionate to all other votes actually cast.” The Trustee
shall vote the Trust Shares on a pro rata basis proportionate to
all other votes, other than the Trust Shares, actually cast on the
particular matter, except with respect to matters that under
current or future Nevada law require approval by a class of
outstanding shares of the Company, which class includes the Trust
Shares, and in such event the Trust Shares shall be voted on a pro
rata basis proportionate to all other votes of Shares of such class
actually cast, other than Trust Shares, actually voting on the
particular matter.
5.
Sales of Trust Shares .
The Trustee shall have no authority to sell or otherwise dispose of
or to pledge, encumber or hypothecate any of the Trust Shares.
Subject to compliance with applicable securities laws and any
contractual restrictions to which any Trust Beneficiary or the
Trust Shares may be subject, the Trust Beneficiaries shall have the
right, in their sole discretion, to sell or otherwise dispose of or
to pledge, encumber or hypothecate, any of the Trust Shares,
provided, however ,
that any such transfer to a Chassman Affiliate shall be subject to
the condition precedent that such Chassman Affiliate agrees in
writing to be bound by this Agreement.
6.
Dividends and Distributions on the Trust Shares
.
Upon the declaration of any dividends or the payment of any other
distribution of the Company with respect to Trust Shares held for
the benefit of the Trust Beneficiaries (other than pro rata
distributions of additional voting shares of the Company, which
shall be deposited into the Trust), the Trustee shall
distri
| 
