Voting Trust Agreement
THIS VOTING TRUST AGREEMENT is made and entered into as of the day of
(the “Effective Date”), by and between (the "Trustee"), and
("Beneficiary"), with reference to certain common stock of
(the "Company");
R E C I T A L S:
A. Beneficiary is the holder of shares of the Common Stock of the
Company (the "Shares");
B. The parties believe that placing the Shares under the voting control of the
Trustee would enhance the efficient management of the Company;
NOW, THEREFORE, in consideration of the mutual representations, warranties and
covenants contained herein, the parties agree as follows:
1. Deposit of Shares And Issuance Of Voting Trust Certificate
1.1 Deposit of Shares. Concurrently with the execution of this Agreement, the
Beneficiary shall deliver to the Trustee a certificate or certificates representing the Shares,
duly endorsed for transfer to the Trustee or accompanied by duly executed instruments of
transfer. Promptly upon receipt of such certificates, the Trustee shall cause them to be
surrendered and cancelled and a new certificate therefor to be issued in the name of the
Trustee, or his nominee, shall cause such certificate to bear a legend referring to this
Agreement, and shall file a copy of this Agreement with the Secretary of the Company.
1.2 Issuance of Voting Trust Certificates. The Trustee shall issue to the Beneficiary
a Voting Trust Certificate (the "Certificate") in respect of the Shares deposited with and held
by the Trustee for the benefit of the Beneficiary under this Voting Trust Agreement, in the
form of Exhibit A attached hereto. Such Certificate shall be signed by the Trustee. The term
"Beneficiary" shall be used herein to denote the original Beneficiary and any persons who
subsequently become registered holders of a Certificate.
1.3 Transfer of Voting Trust Certificates. The Certificates shall be transferable
only as provided in this Agreement and in accordance with any applicable legends or
restrictions appearing on the face of the Certificates. All transfers shall be recorded in the
Certificate Register and any proper transfer made of any Certificate shall vest in the
transferee all rights of the transferor and shall subject the transferee to the same limitations
as those imposed on the transfer by the terms of the Certificates so transferred and by this
Agreement, and upon such transfer the Trustee shall deliver a Certificate or Certificates to
the transferee in respect of the number of shares represented by the Certificate so
transferred.
The Trustee shall not be required to recognize any transfer of a Voting Trust
Certificate not made in accordance with the provisions of this Agreement unless the person
or persons claiming such ownership shall have produced evidence of title satisfactory to the
Trustee and shall have deposited with the Trustee indemnity satisfactory to him.
1.4 Lost or Stolen Certificate. In the event a Certificate is lost, stolen, mutilated or
destroyed, the Trustee, in his discretion, may issue a duplicate of such Certificate upon
receipt of evidence of such fact satisfactory to him and indemnity satisfactory to him.
1.5 Registered Holder as Absolute Holder. The Trustee may treat the registered
holder of each Certificate (or when presented duly endorsed in blank for transfer, the bearer
thereof) as the absolute owner and holder thereof and of all the rights and interests
represented thereby for all purposes whatsoever, and the Trustee shall not be bound or
affected by any notice to the contrary.
2. Trustee As Shareholder
2.1 Voting.
2.1.1 So long as the Trustee shall hold shares deposited pursuant to the
provisions of this Agreement, he shall possess and in his discretion shall be entitled to
exercise in person or by nominees, agents, attorneys in fact or proxies, all rights and powers
as absolute owner and holder of such shares, including the right to vote, assent or consent
with respect thereto and to take part in and consent to any corporate or shareholders' action
of any kind whatsoever, and to receive distributions with respect to such Shares, subject to
Section 3 below.
2.1.2 The right of the Trustee to vote, assent, or consent with respect to the
Shares deposited hereunder shall be without limitation.
2.2 Transfer or Encumbrance. The Trustee shall have no authority to sell, pledge,
hypothecate, or otherwise dispose of any of the Shares deposited pursuant to the provisions
of this Agreement.
3. Dividends And Distributions
3.1 Dividends. The registered holder of any Certificates shall be entitled, until the
termination of this Agreement as provided herein, to receive from time to time payments
equal to the amount