VOTING TRUST AGREEMENT
DATE: April 14, 2006
PARTIES: Jamestown Financial, Inc. (Shareholders)
EMRJD Creaciones de Puntarenas, S.A.
Inversiones Tentadoras Para Habitar, S.A.
Envases y Formas Naturales Para la Venta, S.A.
Brockley Properties Limited
Xxxxx Trading Services Inc.
Xxxxxx Group, S.A.
Xxxxx Cherdabayev (Trustee)
RECITALS:
A. The Shareholders are the owners of the following numbers of shares
of the issued and outstanding common stock of Bekem Metals, Inc., a Utah
corporation (Corporation):
Jamestown Financial, Inc. 1,750,000 shares
EMRJD Creaciones de Puntarenas, S.A. 5,097,960 shares
Inversiones Tentadoras Para Habitar, S.A. 5,097,960 shares
Envases y Formas Naturales Para la Venta, S.A. 5,097,960 shares
Brockley Properties Limited 1,750,000 shares
Xxxxx Trading Services, Inc. 2,088,000 shares
Xxxxxx Group, S.A. 3,150,000 shares
B. In order to promote their mutual interests and insure continuity and
stability in the management and policies of the Corporation, the Shareholders
believe it advisable to deposit their shares of stock of the Corporation with
the Trustee for the purposes set forth in this agreement.
AGREEMENTS:
SECTION 1. TRANSFER OF STOCK
The Shareholders shall forthwith deposit with the Trustee all of the
shares of the common stock of the Corporation owned by each of the Shareholders.
Each certificate representing such shares shall be duly endorsed for transfer to
the Trustee on the books and records of the Corporation. The Trustee shall, in
turn, surrender the certificates to the Corporation for transfer into the name
of the Trustee. All shares so transferred shall be held by the Trustee subject
to the terms of this agreement.
SECTION 2. VOTING TRUST CERTIFICATES
2.1 Issuance of Certificates. The Trustee shall issue to the
Shareholders voting trust certificates for the shares of the Corporation
deposited with the Trustee substantially in the form of the attached Exhibit A.
All voting trust certificates issued under this agreement shall be subject to
all of the terms of this agreement.
2.2 Transfer. The voting trust certificates shall be transferable on
the books of the Trustee, by the registered owner thereof, either in person or
by attorney duly authorized, upon surrender thereof to the Trustee, and the
Trustee may treat the registered holder as owner thereof for all purposes
whatsoever.
2.3 Transferees and Assigns. The transferees and assigns of the
Shareholders shall, upon accepting the voting trust certificates issued
hereunder, become parties to and be bound by the provisions of this agreement
with the same effect as if they had signed the agreement.
2.4 Lost Certificates. If a voting trust certificate is lost, stolen,
mutilated, or destroyed, the Trustee, at the Trustee's discretion, may issue a
duplicate of such certificate upon receipt of all of the following:
(1) Evidence of loss or mutilation satisfactory to the Trustee.
(2) Indemnity satisfactory to the Trustee.
(3) The existing certificate, if mutilated.
(4) The Trustee's reasonable fees and expenses in connection with the
issuance of a new trust certificate.
SECTION 3. TERM
This agreement shall terminate on the date 10 years from the date set
forth above. However, the term of this agreement may be extended from time to
time by written agreement between the Trustee and the registered holders of all
of the voting trust certificates then issued under this agreement. Upon the
termination of this agreement, the Trustee shall surrender to the Corporation
all shares of stock of the Corporation held in the name of the Trustee with
instructions to reissue the same to the registered holders of the voting trust
certificates.
SECTION 4. RIGHTS OF TRUSTEE
The Trustee shall have the right to exercise in person, or by nominees
or proxies, all rights and powers of a shareholder of the Corporation with
respect to all stock deposited with the Trustee under this agreement. Such
rights and powers shall include, without limitation, the right to vote shares of
stock of the Corporation and to take part in or consent to any corporate or
shareholders' 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 character whatsoever.
SECTION 5. CORPORATE TRANSACTIONS
5.1 Dividends. The Trustee shall receive and hold, subject to the terms
of this agreement, all shares resulting from any stock dividend or stock split,
declared or issued by the Corporation, on the stock deposited with the Trustee
under this agreement and shall issue and deliver voting trust certificates to
the registered holders of the voting trust certificates representing those
shares. Any other dividends declared and paid on the stock deposited with the
Trustee under this agreement shall be forthwith paid over by the Trustee to the
registered holders of the voting trust certificates in accordance with the
number of shares represented by their respective voting trust certificates. In
lieu of receiving cash dividends and paying the same over to the registered
holders of voting trust certificates, the Trustee may instruct the Corporation
to pay such dividends directly to the registered holders of the voting trust
certificates.
5.2 Dissolution. In the event of the dissolution or total or partial
liquidation of the Corporation, the Trustee shall receive the monies,
securities, rights, or property to which the registered holders of the stock of
the Corporation deposited with the Trustee under this agreement are entitled and
shall distribute the same to the registered holders of the voting trust
certificates in accordance with the number of shares represented by their
respective voting trust certificates.
5.3 Reorganization. If the Corporation is merged into or consolidated
with another corporation, or if all or substantially all of the assets of the
Corporation are transferred to another corporation, then in connection with such
transfer the term "Corporation" for all purposes of this agreement shall be
taken to include the successor corporation, and the Trustee shall receive and
hold under this agreement any stock of the successor corporation received on
account of stock of the Corporation held by the Trustee under this agreement
prior to such merger, consolidation, or transfer.
SECTION 6. RESIGNATION AND SUCCESSION
6.1 Resignation of Trustee. The Trustee and any successor Trustee may
resign at any time by giving written notice of resignation to the registered
holders of the voting trust certificates and to the Corporation.
6.2 Successor Trustees. If the Trustee should resign, die, or fail to
act as Trustee, the registered holders of the voting trust certificates then
outstanding shall forthwith designate a successor Trustee. If the registered
holders of the voting trust certificates are unable to agree on a successor
Trustee, the successor Trustee shall be selected by the registered holders of a
majority of the voting trust certificates then outstanding.
SECTION 7. COMPENSATION AND REIMBURSEMENT OF TRUSTEE
7.1 Compensation. The Trustee shall serve without compensation.
However, nothing shall disqualify the Trustee from receiving compensation for
services rendered to the Corporation.
7.2 Reimbursement. The Trustee is authorized to incur or pay reasonable
expenses in connection with the administration of this voting trust, including
engaging such professional services and counsel as the Trustee may deem
advisable, and the registered holders of the voting trust certificates shall
reimburse the Trustee for all such expenses.
SECTION 8. LIABILITY OF TRUSTEE
Neither the Trustee nor any successor Trustee shall be liable for any
matter related to this agreement or the performance of rights and duties
hereunder, except for such loss or damage as the Shareholders or the registered
holders of voting trust certificates may suffer by reason of the intentional
misconduct or gross negligence of the Trustee or successors of the Trustee. No
Trustee shall be required to give bond or other security for the performance of
the duties of the Trustee under this agreement.
SECTION 9. INSPECTION OF AGREEMENT
A copy of this agreement shall be filed in the principal office of the
Corporation and shall be open to inspection at any time during regular business
hours by any holder of shares of stock of the Corporation or of voting trust
certificates issued under this agreement.
SECTION 10. MISCELLANEOUS PROVISIONS
10.1 Binding Effect. The provisions of this agreement shall be binding
upon and inure to the benefit of the heirs, personal representatives,
successors, and assigns of the parties.
10.2 Notice. Any notice or other communication required or permitted to
be given under this agreement shall be in writing and shall be mailed by
certified mail, return receipt requested, postage prepaid, addressed to the
parties at the following addresses:
Jamestown Financial, Inc. Attn: Xxxxxx Xxxxxxxxx Xxxxxxxx
62 North 000 Xxxx, #00
Xxxxx, Xxxx 00000
X.X.X.
EMRJD Creaciones de Puntarenas, S.A. Attn: Xxxxxxx Xxxxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxx
xxxxx xx xx Xxxxxxxx xx Xxxxxxxx
Xxxxxxxxxx, Xxxxx Xxxx
Inversiones Tentadaros Para Habitar, S.A. Attn: Xxxxxxx Xxxxxxxxx Xxxxxx
Desamparados, Xxxxx Xxxxxx
Xx Xxxx Xxx,
00 Xxxxx Xxxx xx xxxx a mano derecha
San Xxxx, Xxxxx Rica
Envases y Formas Naturales Attn: Arecelio Xxxxxxxxx Xxxxxx
Para la Venta, S.A. Barrio Santa Xxxxx, de bomba Unica Tica
000 Xxxxx x 00 Xxx
Xxxxx Xxxxxx, Xxxxxxxxxxxx
Xxx Xxxx, Xxxxx Xxxx
Brockley Properties Limited Attn: Xxxxxxxx Xxxxxx
0000 Xxxxxx Xxxxx, #000
Xxxxxxxxx, Xxxxxxxx 00000
X.X.X.
Xxxxx Trading Services, Inc. Attn: Xxxxxxx Xxxxxxxx
0000 Xxxx Xxxx Xxxxxx
Xxxx Xxxx, Xxxx 00000
X.X.X.
Xxxxxx Group, S.A. Attn: Xxxxxxx Xxxxxxxxx
0000 Xxxxx 0000 Xxxx
Xxxxx, Xxxx 00000
X.X.X.
All notices and other communications shall be deemed to be given at the
expiration of three days after the date of mailing. The address of a party to
which notices or other communications shall be mailed may be changed from time
to time by giving written notice to the other parties.
10.3 Litigation Expense. In the event of a default under this
agreement, the defaulting party shall reimburse the nondefaulting party or
parties for all costs and expenses reasonably incurred by the nondefaulting
party or parties in connection with the default, including without limitation
attorney's fees. Additionally, in the event a suit or action is filed to enforce
this agreement or with respect to this agreement, the prevailing party or
parties shall be reimbursed by the other party for all costs and expenses
incurred in connection with the suit or action, including without limitation
reasonable attorney's fees at the trial level and on appeal.
10.4 Waiver. No waiver of any provision of this agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
10.5 Applicable Law. This agreement shall be governed by and shall be
construed in accordance with the laws of the state of Utah without giving effect
to its conflicts of laws provisions.
Shareholders:
Jamestown Financial, Inc. EMRJD Creaciones de Puntarenas, S.A.
--------------------------------------- ------------------------------------
Xxxxxx Xxxxxxxxx Xxxxxxxx, Director Xxxxxxx Xxxxxxxxx Xxxxxx, Director
Inversiones Tentadoras Para Habitar, Envases y Formas Naturales Para la
S.A. Venta, S.A.
--------------------------------------- ------------------------------------
Xxxxxxx Xxxxxxxxx Xxxxxx, Director Xxxxxxx Xxxxxxxxx Xxxxxx, Director
Brockley Properties Limited Xxxxx Trading Services Inc.
--------------------------------------- ------------------------------------
Xxxxxxxx Xxxxxx, Director Xxxxxxx Xxxxxxxx, Director
Xxxxxx Group, S.A.
---------------------------------------
Xxxxxxx Xxxxxxxxx, Director
Trustee:
---------------------------------------
Xxxxx Cherdabayev
VOTING TRUST CERTIFICATE
Certificate Number ______ ______ Shares
[NAME OF CORPORATION],
a[n] ______ [state of incorporation] corporation
This certifies that ______ is entitled to all the benefits arising from
the deposit of ______ shares of the common stock of [Name of Corporation], a[n]
______ [state of incorporation] corporation (Corporation), with the undersigned
as Trustee under a Voting Trust Agreement dated ______, 200_. A copy of the
Voting Trust Agreement is on file at the principal office of the Corporation at
[address].
This certificate is issued, received, and held under the terms and
provisions of the Voting Trust Agreement, and the rights of the holder of this
certificate are subject to those terms and provisions. The Voting Trust
Agreement provides, among other things, that during the term of the Voting Trust
Agreement, the Trustee shall possess and shall be entitled to exercise all
voting rights with respect to the shares of the common stock of Corporation
represented by this certificate.
The term of the Voting Trust Agreement expires ______, 19--, but is
subject to extension by the Trustee and the registered holders of all voting
trust certificates. Upon expiration of the term of the Voting Trust Agreement,
the Trustee shall surrender to the Corporation all shares of stock of the
Corporation held in the name of the Trustee with instructions to reissue the
same to the registered holders of the voting trust certificates.
This certificate is transferable on the books of the Trustee by the
registered holder, either in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. Until this certificate is
transferred on the books of the Trustee, the Trustee may consider the registered
holder as the absolute owner of this certificate.
DATED: ______ __________________________
[Signature of Trustee]
[Insert the following on the reverse side of the certificate.]
For value received, ______ hereby sells, assigns, and transfers unto
______ this Voting Trust Certificate, and all rights and benefits represented by
this Voting Trust Certificate, and does hereby irrevocably constitute and
appoint ______ as attorney to transfer such shares on the books of the voting
trustee with full power of substitution in the premises.
DATED: ______ ___________________________
