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EXHIBIT 2
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made and entered into by and
between ▇▇▇▇▇▇ ▇▇▇ AND ▇▇▇▇ ▇. ▇▇▇▇▇▇, as Co-Trustees (hereinafter, with any
successor Trustees, collectively referred to as the "Trustees") and CHINESE
UNIVERSAL TECHNOLOGIES CO., LTD., a Taiwanese corporation (hereinafter sometimes
referred to as the "Beneficiary") for the purpose of conferring upon the
Trustees the right to vote and otherwise represent an aggregate of 2,000,000
shares of common stock of AMDL, INC., A DELAWARE CORPORATION (the "Company")
owned by Beneficiary.
In consideration of the covenants and agreements herein
contained and in accordance with the provisions of Section 218 of the Delaware
General Corporation Law ("DGCL"), the Beneficiary hereby creates and the
Trustees hereby accept the conditions of this trust on the terms herein stated.
The parties hereto covenant and agree as follows:
1. DEPOSIT OF STOCK.
1.1 Beneficiary, promptly upon demand by the Trustees, shall
deliver to the Trustees certificates for the 2,000,000 shares of the Company's
common stock, $.001 par value, ("Shares"), duly endorsed for transfer or
accompanied by duly executed instruments of transfer. Promptly upon receipt of
such certificate, the Trustees shall (i) cause such shares to be registered in
the name of the Trustees, (ii) cause the new share certificates to bear any
necessary legends referring to this Agreement, and (iii) file a duplicate copy
of this Agreement with the registered office of the Company in the state of
Delaware.
1.2 The Trustees shall keep a copy of this Agreement at the
principal office of the Company. This Agreement shall be open for inspection by
any stockholder of the Company, or its agents upon the same terms as the record
of stockholders of the Company is open to inspection to such persons.
1.3 Notwithstanding the foregoing, and subject to the
requirements of any other law or agreement, the Beneficiary shall be entitled to
transfer any and all of the Shares by directing the Trustees in writing in a
form satisfactory to the Trustees to transfer the Shares. All transfers shall be
recorded in the Trustees' records and any proper transfer shall vest in the
transferee all rights of the Beneficiary including any limitations imposed on
the Beneficiary by this Agreement. All Transferees shall sign a copy of this
Agreement, agreeing to be bound hereby, as well as any other agreement, if
applicable.
2. TRUSTEES' RIGHT AS STOCKHOLDER OF COMPANY.
The Trustees shall possess and shall be entitled in their
absolute discretion, subject to Section 6 below, the exclusive right to exercise
in person or by their nominees, agents, attorneys in fact, or proxies, all
rights and powers to vote, assent, or consent with respect to the Shares and to
take part in and consent to any corporate or stockholder's action of any kind
whatsoever.
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The right of the Trustees to vote, assent, or consent shall
include, without limitation, the right to vote at any election of directors and
in favor of or in opposition to any dissolution or proposed dissolution,
liquidation, or reorganization of the Company, a sale of all or substantially
all of its assets, the issuance or creation of additional classes of its
securities, or any action of any character whatsoever which may be presented at
any meeting or require the consent of stockholders of the Company.
The Trustees shall have no authority to sell, pledge,
hypothecate, or otherwise dispose of any of the Shares.
3. DISTRIBUTIONS.
3.1 The Beneficiary shall be entitled, until the termination of
this Agreement as hereinafter provided, to receive from time to time payments
equal to the amount of cash dividends or distributions, if any, collected or
received by the Trustees attributable to the Shares, less the deductions
provided for in Section 3(d). The Trustees may arrange with the Company for the
direct payment by the Company of dividends to the Beneficiary on the record date
for any dividend or other distribution.
3.2 If the Trustees shall receive, as a dividend or other
distribution upon any Shares held by them under this Agreement, any additional
shares of the Company having "voting power" or any other securities having such
voting power or convertible into or exchangeable for securities having such
voting power, the Trustees shall hold the same subject to this Agreement for the
benefit of the Beneficiary and said shares or other securities shall be and
become subject to all of the terms and conditions hereof to the same extent as
if originally deposited hereunder.
3.3 If at any time during the term of this Agreement the
Trustees shall receive or collect any monies through a distribution by the
Company to its stockholders, other than in payment of cash dividends, or shall
receive any property (other than shares of stockholder of the Company) through a
distribution by the Company to its stockholders, the Trustees shall distribute
the same to the Beneficiary less the deductions provided for in Section 3(d).
3.4 The Trustees shall be entitled to deduct and withhold from
every distribution of every kind under this Agreement any taxes, assessments,
and/or other amounts that may be required by any present or future law or laws
to be deducted or withheld, as well as expenses and charges incurred pursuant to
Section 5(b) hereof, to the extent that such compensation, expenses, and amounts
remain unpaid or unreimbursed.
4. RIGHTS TO SUBSCRIBE.
If any securities of the Company shall be offered for
subscription to the Beneficiary, the Trustees shall promptly mail a copy of the
notice of such offer to the Beneficiary. Upon receipt by the Trustees of a
request from the Beneficiary to subscribe on the Beneficiary's behalf,
accompanied by the sum of money required to be paid for such securities, at
least ten (10) days prior to the last date fixed by the Company for
subscription, the Trustees shall make the subscription and payment on behalf of
the Beneficiary. Upon receiving from the Company the certificates for the
subscribed for securities, the Trustees may retain securities
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having voting power as that term is used in Section 3(b) hereof, or, may deliver
securities other than securities having such voting power, to the Beneficiary.
5. THE TRUSTEES.
5.1 As holder of shares deposited hereunder, the Trustees shall
exercise their best judgment in voting shares or in doing any act in respect of
the control or management of the Company or its affairs, but no Trustee assumes
responsibility in respect of any action taken by such Trustee or taken by the
Company.
5.2 The Trustees are expressly authorized to incur and pay
reasonable expenses and charges, to employ and pay attorneys and counsel, and to
incur and pay other charges and expenses as they may deem necessary and proper
for administering this Agreement. The Beneficiary agrees to (i) reimburse the
Trustees for any such expenses and charges and that (ii) such expenses or
charges may be deducted from the dividends or other moneys received by the
Trustees on the Shares to the extent unreimbursed.
5.3 Any Trustee may resign by giving notice of resignation to
the Beneficiary. Any Trustee may resign and appoint his own successor Trustee
hereunder. Upon the resignation of a Trustee, the resigning Trustee may
designate a successor, and the successor Trustee may settle any account or
transaction with such resigning Trustee, and obtain or deliver full release and
discharge upon such resignation. The successor Trustee shall enjoy all the
rights, powers, interest, and immunities of the original Trustee. The trust
created by this Agreement is not intended to be, and shall not be deemed to be
or be treated as a general partnership, limited partnership, joint venture,
corporation, joint stock company or association. The relationship of the
Beneficiary to the Trustees shall be solely that of a Beneficiary of the trust
created by this Agreement and his rights shall be limited to those conferred
upon him by this Agreement. In the event of the death of ▇▇▇▇ ▇. ▇▇▇▇▇▇, the
successor Trustee shall be determined by the Board of Directors of the Company.
In the event of the death of ▇▇▇▇▇▇ ▇▇▇, the successor Trustee shall be
determined by Beneficiary.
5.4 The Trustees and any firm or corporation of which such
Trustees may be a member, agent, or employee and any corporation, trust, or
association of which such Trustees may be a Trustees, stockholder, director,
officer, agent, or employee may contract with or be or become pecuniarily
interested, directly or indirectly, in any matter or transaction to which the
Company or any subsidiary or controlled or affiliated corporation may be a party
or in which it may be concerned, as fully and freely as though such Trustees
were not Trustees hereunder. The Trustees may own shares of the Company, may act
as director and/or officer of the Company or of any such subsidiary or
controlled or affiliated corporation and may vote the Shares in favor thereof,
subject to the provisions of this Voting Trust Agreement.
5.5 Notwithstanding any change in the Trustees, the certificates
for shares standing in the name of the Trustees may be endorsed and transferred
by the successor Trustees for the time being with the same effect as if endorsed
and transferred by the Trustee(s) who have ceased to act. The Trustees are
authorized and empowered to cause any further transfer of said shares to be made
which may be necessary through the occurrence of any change of persons acting as
Trustees hereunder.
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5.6 The Trustees are authorized and empowered to construe this
Agreement and their reasonable construction made in good faith shall be
conclusive and binding upon the Beneficiary.
5.7 The Trustees may consult with legal counsel, which may be
counsel to the Company, and any action under this Agreement taken or suffered in
good faith by a Trustee in accordance with the opinion of such counsel shall be
conclusive upon the parties hereto and the Trustees shall be fully protected and
be subject to no liability therefor.
5.8 The Trustees shall not be liable for any error of judgment,
any act done or omitted, any mistake of fact or law, nor for anything which he
may do or refrain from doing in good faith. The Trustees shall not have any
accountability hereunder, except for the Trustees' own willful default, gross
negligence, or reckless disregard of duty.
5.9 The Trustees shall not be liable in any event for acts or
defaults of any other Trustees or for acts or defaults of Trustees' employees,
agents, proxies, or attorneys in fact. The Trustees shall always be protected
and free from liability in acting upon any notice, request, consent,
certificate, declaration, telegram, telex, guarantee, affidavit, or other paper
or document or signature believed by them to be genuine and to have been signed
by the proper parties or parties purporting to have signed the same.
5.10 The Trustees by executing this Agreement, and each
successor trustee upon being appointed as such, accepts the trust created hereby
and agrees to carry out the terms and provisions hereof.
5.11 The Trustees, and any successor Trustees, may be parties to
this Agreement as a Beneficiary and to the extent of the shares held in their
name or deposited by them, they shall be entitled in all respects to the same
rights and benefits as any Beneficiary. The Trustees, and any successors, may
serve the Company and any of its subsidiaries as a director or an officer or in
any other capacity, and in any such capacity receive compensation from the
Company.
6. VOTING.
The following provisions are intended specifically to fix the
right and method of voting of the Shares so as to supercede any inconsistent
provisions of Section 218 of the DGCL:
6.1 Except as to the matters set forth in paragraph (b) below,
during the existence of this Voting Trust Agreement (but subject to any other
applicable agreement), the Trustees shall have the sole and exclusive right to
vote the Shares jointly, thereby requiring a unanimous vote of the Trustees on
such matters. The Trustees may exercise such right in person or by proxy at all
stockholder meetings and in all proceedings and writings in which the vote or
consent of stockholders is required by the Company's Certificate of
Incorporation or Bylaws or required as a matter of law.
6.2 During the existence of this Voting Trust Agreement the
following shall apply: (i) the Trustees shall not be required to elect to
cumulatively vote the Shares; (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇, or his successor shall in any
election of directors always vote in favor
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of one nominee of Beneficiary as a director, so that at all times while
Beneficiary owns the Shares, Beneficiary shall have the greatest likelihood of
electing one director of the corporation.
6.3 During the existence of this Voting Trust Agreement, on all
other matters coming before the stockholders for a vote, the Trustees shall be
required to vote unanimously in favor (or opposed or in abstention) with regard
to all such matters (each a "proposal"); otherwise such vote shall not be
counted as having been voted on the proposal, except that the vote or proxy of
only one Trustee shall be required to count such Shares as present for purposes
of determining whether a quorum exists for purposes of voting on such proposal.
7. TERMINATION.
7.1 This Agreement shall terminate on November 10, 2010, without
notice or action by the Trustees or Beneficiary.
7.2 As soon as practicable after the termination of this
Agreement, if the Trustees exercise the demand set forth at Section 1 of this
Agreement and receive the deposit of stock pursuant to that section, the
Trustees shall deliver to the Beneficiary share certificates or securities
representing the number of shares or other securities held by the Trustees on
behalf of the Beneficiary upon payment by the Beneficiary of a sum sufficient to
cover any tax or governmental charge in respect to the transfer or delivery of
such certificates.
8. MISCELLANEOUS.
8.1 In the event that the Company merges into or consolidates
with another corporation or all or substantially all of its assets are
transferred to another corporation the shares of which are issued to
stockholders of the Company in connection with such transfer, then the term
"Company" shall be construed to include such successor corporation and the
Trustees shall receive and hold under this Agreement any shares of capital stock
of such successor corporation received by him on account of his ownership as
Trustees of shares held by him hereunder.
8.2 This Agreement shall bind and inure to the benefit of the
Beneficiary and the Trustees hereunder and each and all of the Trustees' heirs,
executors, administrators, successors, and assigns.
8.3 Any notice to be given to the Beneficiary shall be
sufficiently given if mailed, by overnight mail service, to the Beneficiary at
the address listed on the books of the Company, or at such other address as the
Beneficiary may from time to time designate by written notice given to the
Trustees. Every notice so given shall be effective whether or not received, and
such notice shall for all purposes be deemed to have been given on the date of
mailing thereof.
8.4 Any notice to be given to the Trustees hereunder shall be
sufficiently given if mailed, by overnight mail service, to the Trustees, at the
principal office of the Company, or at such other address as the Trustees may
from time to time designate by written notice given to the Beneficiary.
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8.5 This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one agreement.
8.6 This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of the conflicts of laws thereof.
8.7 In the event any party or parties hereto shall institute an
action to enforce any rights hereunder, the prevailing party or parties in such
action shall be entitled, in addition to any other relief awarded by the court,
to reasonable attorneys' fees.
8.8 If in any judicial proceeding a court shall refuse to
enforce any of the provisions of this Agreement, then such unenforceable
provision shall be deemed eliminated from this Agreement for the purpose of
those proceedings to the extent necessary to permit the remaining provisions to
be enforced.
IN WITNESS WHEREOF, the Trustees and the Beneficiary have
executed this Agreement as of this 14th day of December, 2000.
"TRUSTEES"
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▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
"BENEFICIARY"
CHINESE UNIVERSAL TECHNOLOGIES CO.,
LTD., A Taiwanese corporation
By:
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▇▇▇▇▇▇ ▇▇▇, President
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EXHIBIT A-1
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer to
AMDL, INC., a Delaware corporation, one million four hundred eighty-one thousand
four hundred eighty-one (1,481,481) shares of common stock of AMDL, Inc.
standing in the name Chinese Universal Technologies, Ltd., on the books of said
Corporation and represented by Certificate No(s). __________________ herewith
and do hereby irrevocably constitute and appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
LLP as "Agent" and attorney-in-fact, to transfer said stock on the books of said
Corporation with full power of substitution.
DATED: ____________________, 2000
CHINESE UNIVERSAL TECHNOLOGIES, LTD.
By:
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▇▇▇▇▇▇ ▇▇▇, President
Social Security Number or
other Identifying Number of
Assignee
Signature Guaranteed:
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