Common use of Voting Trust Certificates Clause in Contracts

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________

Voting Trust Certificates. The (a) Upon execution of this Agreement, GWA shall deliver to the Trustee all certificates held by GWA representing the Shares (as defined herein), and the Trustee shall issue and deliver to each GWA, a voting trust certificate in substantially the form attached hereto as SCHEDULE I (a "Voting Trust Certificate"), for the number of Shares owned by GWA and transferred to the Shareholders Trustee. The Company shall cause such Shares to be transferred to the Trustee on the Company's books. Any Shares acquired by GWA after the date hereof shall be issued to the Trustee, who shall, within five (5) business days (as defined in the Securities Purchase Agreement), issue and deliver to GWA, a Voting Trust Certificate for the number of shares additional Shares so acquired by GWA. The Trustee shall have no responsibility for Shares not delivered to it. (b) The Trustee shall hold the Shares in trust subject to the terms of this Agreement. The Trustee shall distribute all dividends and other distributions to GWA or GWA's successors (other than dividends or other distributions payable in Shares which shall not be distributed but shall remain subject to the terms of this Agreement) in proportion to their respective interests as represented by the certificates Voting Trust Certificates. (c) All Voting Trust Certificates will be registered in the trust system maintained by the Trustee for that purpose (the "Trust Register"). The Trustee may treat the registered holder of each Voting Trust Certificate as the absolute owner and holder of the Shares evidenced thereby and of all of the other rights and interests represented thereby. All transfers of Shares will be recorded by the Trustee in the Trust Register. (d) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee will issue a duplicate Voting Trust Certificate upon receipt by the Trustee of evidence satisfactory to the Trustee and the Company of the loss, theft, mutilation or destruction, and upon receipt of a bond, undertaking or other indemnity reasonably satisfactory to the Trustee and the Company. The Trustee will also keep correct records of account of all business transactions with respect to the Voting Trust, which records, including the Trust Register, may be inspected by any Party and such Party's agents or personal representatives at any time during normal business hours. (e) In the event that during the term of this Agreement, a Beneficial Owner elects to convert a portion of such Beneficial Owner's Shares into Common Stock by Stock, such Shareholder transferred Beneficial Owner shall deliver to the Trustee, (i) a notice containing the identity of the Beneficial Owner and the number of Shares to be converted into Common Stock (the "Conversion Shares"), and (ii) the original Voting Trust Certificate(s) representing the Conversion Shares. Each Upon the Trustee's receipt of such notice and the appropriate Voting Trust Certificate(s), the Trustee shall, as soon as practicable thereafter, (i) deliver the Conversion Shares to the Company (or its designated transfer agent) and (ii) issue and deliver to such Beneficial Owner a Voting Trust Certificate representing the balance of the shares of Series AA Preferred Stock not to be converted into Common Stock, if any, represented by the Voting Trust Certificate(s) delivered by the Beneficial Owner to the Trustee pursuant to this Section 1(e). Upon Trustee's delivery of the Conversion Shares to the Company (or its designated transfer agent), the Trustee shall state be fully acquitted and discharged with respect to such Conversion Shares. After the Conversion Shares have been delivered to the Company pursuant to this Section, the conversion of such shares shall be governed by and pursuant to the terms and provisions of the Certificate of Determination of Series AA Preferred Stock of the Company (the "Certificate of Determination"). (f) In the event that it is issued under during the term of this Agreement, any Shares of a Beneficial Owner are subject to redemption pursuant to Section 3(a) of the Certificate of Determination, the Company shall deliver the Corporation Redemption Notice (as defined in the Certificate of Determination) to the Trustee and shall to each Person set forth in Section 22 hereof at least twenty (20) but not more than thirty (30) days prior to the nature Corporation Redemption Date (as defined in the Certificate of Determination). At least ten (10) days prior to the Corporation Redemption Date, each Beneficial Owner shall deliver to the Trustee the original Voting Trust Certificate(s) representing the Shares Beneficially Owned by such Person along with written instructions to the Trustee to either (i) convert the Shares to be redeemed under Section 1(e) of this Agreement or (ii) to surrender such Shares for redemption. The Trustee shall, (i) at least three (3) days prior to the Corporation Redemption Date, deliver the certificate(s) representing the Shares to be redeemed as set forth in the Corporation Redemption Notice (and proportional amount which have not previously been converted) to the Company (or its designated transfer agent) and (ii) as soon as practicable thereafter, issue and deliver to such Beneficial Owner a Voting Trust Certificate representing the balance of the beneficial interest thereunder Shares not to be redeemed, if any, represented by the Voting Trust Certificate(s) delivered by the Beneficial Owner to the Trustee pursuant to this Section 1(f). Upon the Trustee's receipt of the person Early Redemption Price or Late Redemption Price (as such terms are defined in the Certificate of Determination), as the case may be, payable with respect to whom it is issuedthe Shares redeemed, and the Trustee shall, as soon as practicable thereafter, deliver the Early Redemption Price or Late Redemption Price, as the case may be, payable with respect to the Shares redeemed to the Beneficial Owners such that each Beneficial Owner receives that portion of the Early Redemption Price or Late Redemption Price paid by the Company, as the case may be, equal to the proportion of Shares Beneficially Owned by such Beneficial Owner to the total number of Shares subject to this Agreement. Upon Trustee's delivery of the Early Redemption Price or Late Redemption Price, as the case may be, payable with respect to such Shares to the appropriate Beneficial Owner, the Trustee shall be assignablefully acquitted and discharged with respect to such redeemed Shares. (g) In the event that during the term of this Agreement, subject Beneficial Owners holding at least a majority of the then outstanding Shares elect to have some or all of such Beneficial Owners' Shares redeemed pursuant to the provisions of Section 3(b) of the Shareholders' AgreementCertificate of Determination, in such Beneficial Owners shall deliver to the manner Trustee and the Company a notice containing the identity of certificates the Beneficial Owners, the percentage of stock on books the Shares to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation redeemed (the "CompanyRedemption Shares"), ) and the date on which the redemption is requested to occur. The Company agrees that such shares are held subject to all notice shall constitute notice from the terms and conditions holders of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________Shares under Section 3(b)(i)

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee2.1. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holderForm. The Voting Trust Certificate Certificates to be issued and delivered by the Voting Trustee under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustee and the Holder may from time to time approve: THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION. No. _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________Shares THIS IS TO CERTIFY THAT: 1. This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to the terms and conditions of, a Voting Trust Agreement (the “Voting Trust Agreement”) dated [DATE] among [SHAREHOLDERS] (“Holder”) as shareholders of [CORPORATION] (“Corporation”), and [TRUSTEE] (“Voting Trustee”). Copies of the Voting Trust Agreement are kept on file by the Voting Trustee in their offices at [ADDRESS], have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law. 2. By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust Agreement. 3. Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 8.2 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustee dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustee upon such shares. If the Voting Trustee shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, or upon the exercise of any right of subscription pursuant to Section 3.3 of the Voting Trust Agreement, the Voting Trustee shall hold such shares in accordance with the terms of the Voting Trust Agreement and shall issue Voting Trust Certificates in respect thereof. 4. Until the re-transfer to the Holder hereof of certificates for the shares represented by this certificate, the Voting Trustee shall possess and be entitled to exercise all rights and powers to vote the shares as provided in the Voting Trust Agreement, and no Holder of this certificate shall in such capacity have any rights or powers to vote such shares. 5. This certificate is transferable only on the books of the Voting Trustee to be kept by them, or their agents, upon surrender hereof (duly endorsed in blank or accompanied by a proper instrument or assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, state and local taxes or other governmental charges, if any, then payable in respect of such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Until this certificate is so transferred, the Voting Trustee may treat the registered Holder hereof as the absolute owner hereof for all purposes whatsoever. The rights and powers to transfer this certificate are expressly limited by and subject to the transfer restrictions contained in the Voting Trust Agreement. 6. This certificate is not valid unless signed by the Voting Trustee. The undersigned Voting Trustee have caused this certificate to be signed this [DATE]. 2.2. Restrictions on Certificate Transfers

Voting Trust Certificates. The (a) Upon execution of this Agreement, GWA shall deliver to the Trustee all certificates held by GWA representing the Shares (as defined herein), and the Trustee shall issue and deliver to each GWA, a voting trust certificate in substantially the form attached hereto as SCHEDULE I (a "Voting Trust Certificate"), for the number of Shares owned by GWA and transferred to the Shareholders Trustee. The Company shall cause such Shares to be transferred to the Trustee on the Company's books. Any Shares acquired by GWA after the date hereof shall be issued to the Trustee, who shall, within five (5) business days (as defined in the Securities Purchase Agreement), issue and deliver to GWA, a Voting Trust Certificate for the number of shares represented additional Shares so acquired by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the TrusteeGWA. The Trustee shall have no responsibility for Shares not delivered to it. (b) The Trustee shall hold the Shares in trust subject to the terms of this Agreement. The Trustee shall distribute all dividends and other distributions to GWA or GWA's successors (other than dividends or other distributions payable in Shares which shall not be distributed but shall remain subject to the terms of this Agreement) in proportion to their respective interests as represented by the Voting Trust Certificates. (c) All Voting Trust Certificates will be registered in the trust system maintained by the Trustee for that purpose (the "Trust Register"). The Trustee may treat the registered holder of each Voting Trust Certificate as the absolute owner and holder of the Shares evidenced thereby and of all of the other rights and interests represented thereby. All transfers of Shares will be recorded by the Trustee in the Trust Register. (d) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee will issue a duplicate Voting Trust Certificate upon receipt by the Trustee of evidence satisfactory to the Trustee and the Company of the loss, theft, mutilation or destruction, and upon receipt of a bond, undertaking or other indemnity reasonably satisfactory to the Trustee and the Company. The Trustee will also keep correct records of account of all business transactions with respect to the Voting Trust, which records, including the Trust Register, may be inspected by any Party and such Party's agents or personal representatives at any time during normal business hours. (e) In the event that during the term of this Agreement, a list Beneficial Owner elects to convert a portion of such Beneficial Owner's Shares into Common Stock, such Beneficial Owner shall deliver to the Trustee, (i) a notice containing the identity of the Beneficial Owner and the number of Shares to be converted into Common Stock (the "Conversion Shares"), and (ii) the original Voting Trust Certificate(s) representing the Conversion Shares. Upon the Trustee's receipt of such notice and the appropriate Voting Trust Certificate(s), the Trustee shall, as soon as practicable thereafter, (i) deliver the Conversion Shares to the Company (or its designated transfer agent) and (ii) issue and deliver to such Beneficial Owner a Voting Trust Certificate representing the balance of the shares of the Trust transferred Series AA Preferred Stock not to thembe converted into Common Stock, and shall also keep a record of all Voting Trust Certificates issued or transferred on its booksif any, which records shall contain the names of represented by the Voting Trust Certificate holders and Certificate(s) delivered by the number Beneficial Owner to the Trustee pursuant to this Section 1(e). Upon Trustee's delivery of shares of Common Stock represented by each such certificate. Such list and record the Conversion Shares to the Company (or its designated transfer agent), the Trustee shall be open at all reasonable times fully acquitted and discharged with respect to such Conversion Shares. After the Conversion Shares have been delivered to the inspection upon Company pursuant to this Section, the books conversion of such shares shall be governed by and pursuant to the terms and provisions of the Certificate of Determination of Series AA Preferred Stock of the Company (the "Certificate of Determination"). (f) In the event that during the term of this Agreement, any Shares of a Beneficial Owner are subject to redemption pursuant to Section 3(a) of the Certificate of Determination, the Company shall deliver the Corporation Redemption Notice (as defined in the Certificate of Determination) to the Trustee and to each Person set forth in Section 22 hereof at least twenty (20) but not more than thirty (30) days prior to the Corporation Redemption Date (as defined in the Certificate of Determination). At least ten (10) days prior to the Corporation Redemption Date, each Beneficial Owner shall deliver to the Trustee the original Voting Trust Certificate(s) representing the Shares Beneficially Owned by any such Person along with written instructions to the Trustee to either (i) convert the Shares to be redeemed under Section 1(e) of this Agreement or (ii) to surrender such Shares for redemption. The Trustee shall, (i) at least three (3) days prior to the Corporation Redemption Date, deliver the certificate(s) representing the Shares to be redeemed as set forth in the Corporation Redemption Notice (and which have not previously been converted) to the Company (or its designated transfer agent) and (ii) as soon as practicable thereafter, issue and deliver to such Beneficial Owner a Voting Trust Certificate holder. The Voting Trust Certificate shall representing the balance of the Shares not to be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________redeemed, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdingsif any, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of represented by the Voting Trust Agreement, dated as of November 16, 1998, Certificate(s) delivered by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered Beneficial Owner to the Trustee by the holder hereof upon delivery pursuant to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________this

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders Subscribers a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock stock by such Shareholder him transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the this Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' AgreementShareholder's Agreement Deja News 1995 Voting Trust Agreement dated August 31, in 1995, as amended, after the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust so transferred to themthe Trust, and shall also keep a record of all Voting Trust Certificates issued or transferred on its his books, which records shall contain the names and addresses of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to inspection by the inspection upon the books holder of the Trustee by any Voting Trust Certificate. Any transferee of a Voting Trust Certificate holdershall succeed to all the rights hereunder of the transferor. The Voting Trust Certificate shall be in substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name name(s) of _______________________, _ evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher HoldingsDeja News, Inc., a Delaware Texas corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the that certain Deja News 1995 Voting Trust Agreement (the "Agreement"), dated as of November 161, 19981995, by and between Granaria Industries B.V.among Xxxxxx X. Xxxxxx, as Trustee, and certain shareholders of in Deja News, Inc. (the Companytrust being created by such Agreement being herein referred to as the "Trust"). During the term period beginning November 1, 1995 and ending upon termination of the voting trustAgreement in accordance with its terms, the Trustee, said Trustee or its successorshis successor, shall, as provided in said agreementAgreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposespurposes according to the terms of such Agreement, it being agreed that no voting right other than as expressly provided in the Agreement shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustthe Trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________.

Voting Trust Certificates. (a) The Trustee Trustees shall issue to maintain a voting trust certificate register in which each holder of the Shareholders a Voting Trust Certificate for voting trust certificate issued under this Agreement, and the number of shares represented by the each voting trust certificate will be identified. The voting trust certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE "No. VT_________________ _________________ Shares XXXXXX XXXXX CORP. A Pennsylvania Corporation Voting Trust Certificate for Common Stock This is to certify certifies that the undersigned Trustee has received a certificate or certificates issued in the name of ________________________ or registered assigns is entitled to all the benefits arising from the transfer to the Trustees under the Voting Trust Agreement hereinafter mentioned, evidencing the ownership of _______ shares of Class A Common Stock common stock of Eagle-Picher Holdings, Inc.Xxxxxx Xxxxx Corp., a Delaware Pennsylvania corporation (hereinafter called the "Company"), as provided in such Voting Trust Agreement and that such shares are held subject to all the terms and conditions of thereof. The registered holder hereof, or assigns, is entitled to receive payment, in the manner set forth in the Voting Trust Agreement, dated as equal to the amount of November 16dividends, 1998if any, received by the Trustees upon the number of shares of capital stock of the Company in respect of which this certificate is issued; provided, however, that any dividends received by the Trustees in common or -------- ------- other stock of the Company having general voting powers shall be held by the Trustees under the Voting Trust Agreement and between Granaria Industries B.V.shall be represented by voting trust certificates issued in form similar hereto. Until the Trustees shall have delivered the shares of stock held under such Voting Trust Agreement to the holders of the trust certificates, or to the Company, as Trustee, and certain shareholders of the Company. During the term of the voting trustspecified in such Voting Trust Agreement, the Trustee, or its successors, shall, as provided in said agreement, Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the voting power right to vote thereon for every purpose, and otherwise represent all of the said shares to execute consents in respect thereof for all purposesevery purpose, it being agreed expressly stipulated that no voting right shall pass passes to the holder hereof by virtue owner hereof, or such owner's assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the ownership of this certificate. Upon owner hereof are subject to, the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder terms of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate Voting Trust Agreement, as of the ___ day amended and restated as of _________________ __, ____1998, among the Company and Xxx X. Xxxxxx, Xx. GRANARIA HOLDINGSand J. Xxxxx Xxxxxx in trust (such agreement, B.V.as it may be amended from time to time, Trustee By: ________________________________the "Voting Trust Agreement"), and certain shareholders of the Company (copies of which Voting Trust Agreement, and of every agreement amending or supplementing the same, are on file in the principal office of the Company, and shall be open to the inspection of any shareholder of the Company, during business hours); to all the provisions of which Voting Trust Agreement the holder of this certificate, and such holder's heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Voting Trust Agreement had been signed by such person. Subject to Sections 8, 9 and 12 of the Voting Trust Agreement, in the event of the dissolution or total or partial liquidation of the Company, the moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees. Except as otherwise provided in Sections 9 and 12 of the Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting powers is received by the Trustees, the Trustees shall distribute the same to the registered holders of voting trust certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustees for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of Paragraph 6 of the Voting Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective voting trust certificates. Cash dividends shall be treated as set forth in Section 6 of the Voting Trust Agreement. Share certificates for the number of shares of common stock then represented by this certificate, or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of such Voting Trust Agreement as provided therein. The Voting Trust Agreement shall continue in full force and effect until June 23, 2007 (subject to extension as hereinafter set forth), unless terminated prior thereto, as provided in the Voting Trust Agreement. The Voting Trust Agreement may be extended as the parties may agree, as provided in the Voting Trust Agreement. This certificate is transferable on the books of the Trustees at the office of the Trustees (or elsewhere as designated by the Trustees) by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees -------- ------- may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees.

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. 2 The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16April 13, 19981999, by and between Granaria Industries Holdings B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, HOLDINGS B.V., Trustee By: ________________________________

Voting Trust Certificates. The (a) Upon deposit of a certificate or certificates representing Common Stock of the Corporation by the Stockholder, the Trustee shall issue deliver or cause to each of be delivered to the Shareholders Holder, a Voting Trust Certificate voting trust certificate or certificates for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the same number of shares of Common Stock of the Corporation as is represented by each such certificate. Such list and record the certificate or certificates so deposited, which voting trust certificate or certificates so to be delivered shall be open at substantially in the form attached hereto as Exhibit A with such amendments and modifications as shall be approved by the Trustee. A copy of this Agreement shall be filed by the Trustee in the principal office of the Corporation. (b) The voting trust certificates issued by the Trustee may only be transferred on the books of the Trustee upon the surrender of any and all reasonable times voting trust certificates, properly endorsed by the Holder. Any transfer of the voting trust certificates shall be subject to the inspection same restrictions governing the transfer of the underlying Common Stock of the Corporation imposed by the Corporation, including those imposed by the provisions of any shareholder agreement, or any federal or state law or regulation. Until such transfer, the Trustee may treat the Holder as owner of the voting trust certificate for all purposes whatsoever. In connection with any transfer of such voting trust certificates under any provision of this Agreement, the Trustee may require the payment of a sum sufficient to pay or reimburse him for any resulting stamp tax or other governmental charge. Except in the case of a transfer made in a bona fide sale for value to an unrelated third party, every transferee of a voting trust certificate or certificates issued shall, by the acceptance of the voting trust certificate or certificates, become a party to this Agreement with like effect as though an original party, and shall be considered a Holder. (c) Shares of Common Stock of the Corporation, certificates for which shall be deposited with the Trustee, shall be vested in the Trustee and shall be transferred into the name of the Trustee upon the books of the Trustee by any Voting Trust Certificate holderCorporation. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreementto all Common Stock so held by him, possess and be entitled to exercise all shareholders' rights of every kind, including the voting power right to vote and otherwise represent all of take part in, or consent to, any corporate or shareholders' action, in accordance with the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership terms of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________Agreement.

Voting Trust Certificates. (a) Upon execution of this Agreement, Vanguard shall deliver to the Trustee all certificates held by Vanguard representing the Shares (as defined herein), and the Trustee shall issue and deliver to Vanguard, a voting trust certificate in substantially the form attached hereto as SCHEDULE I (a "Voting Trust Certificate"), for the number of Shares owned by Vanguard and transferred to the Trustee pursuant to the terms hereof. The Trustee shall cause such Shares to be transferred to the Trustee on the Company's books. Any Shares acquired by Vanguard after the date hereof shall be issued to the Trustee, who shall, within five (5) Business Days, issue and deliver to each of the Shareholders Vanguard, a Voting Trust Certificate for the number of shares represented additional Shares so acquired. (b) All Voting Trust Certificates will be registered in a register book which will be maintained by the certificates Trustee for that purpose (the "Trust Register"). The Trustee may treat the registered holder of Common Stock by such Shareholder transferred to the Trustee. Each such each Voting Trust Certificate shall state that it is issued under as the Agreement, absolute owner and shall set forth the nature and proportional amount holder of the beneficial interest thereunder Shares evidenced thereby and of all the person to whom it is issued, other rights and interests represented thereby. All transfers of Shares will be recorded by the Trustee in the Trust Register. (c) The Trustee shall be assignable, hold the Shares in trust subject to the provisions terms of the Shareholders' this Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep distribute all dividends and other distributions as may be declared on such Shares to the registered holder of such Shares which shall not be distributed but shall remain subject to the terms of this Agreement). (d) If a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of is lost, stolen, mutilated or destroyed the Trustee by any will issue a duplicate Voting Trust Certificate holderupon receipt by the Trustee of evidence satisfactory to it of the loss, theft, mutilation or destruction. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is Trustee will also keep correct books of account of all business transactions with respect to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust, which books, including the Trust AgreementRegister, dated as of November 16may be inspected by Vanguard, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, its agents or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________personal representatives at any time during normal business hours.

Voting Trust Certificates. The Trustee Trustees shall issue to each of the Shareholders Stockholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock stock by such Shareholder Stockholder transferred to the TrusteeTrustees. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the ShareholdersStockholders' Agreement, in after the manner of certificates of stock on books to be kept by the TrusteeTrustees. The Trustee Trustees shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its their books, which 2 records shall contain the names and addresses of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by Trustees of any Voting Trust Certificate holderCertificate, and the transferee shall succeed to all the rights hereunder of the transferor. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST TRUSTEE'S CERTIFICATE This is to certify that the undersigned Trustee has Trustees have received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company")Corporation, and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16October 15, 19981996, by and between Granaria Industries B.V.Ann Xxxxxxx Xxxxxxx xxx Willxxx X. Xxxxxxx, as Trusteexx Trustees, and certain shareholders of the CompanyStockholders. During the term period of the voting trustten years from and after October 15, 1996, the TrusteeTrustees, or its their successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustTrust, this certificate shall be surrendered to the Trustee Trustees by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has Trustees have executed this certificate as of the _____ day of __________________, ___199_. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________________

Voting Trust Certificates. The Trustee Trustees shall issue to maintain a voting ------------------------- trust certificate register in which each holder of the Shareholders a Voting Trust Certificate for voting trust certificate issued under this Agreement, and the number of shares represented by each voting trust certificate will be identified. The voting trust certificates shall be in substantially the certificates following form (and shall include any appropriate legends required by Section 14 of this Agreement): "No. VT__________________ _________________ Shares XXXXXX XXXXX CORP. A Pennsylvania Corporation Voting Trust Certificate for Common Stock by such Shareholder transferred This certifies that __________________ or registered assigns is entitled to all the benefits arising from the transfer to the Trustee. Each Trustees under the Voting Trust Agreement hereinafter mentioned, of ____ shares of common stock of Xxxxxx Xxxxx Corp., a Pennsylvania corporation (hereinafter called the "Company"), as provided in such Voting Trust Certificate shall state that it is issued under the Agreement, Agreement and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreementterms thereof. The registered holder hereof, or assigns, is entitled to receive payment, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of set forth in the Voting Trust Certificate holders and Agreement, equal to the amount of dividends, if any, received by the Trustees upon the number of shares of Common Stock capital stock of the Company in respect of which this certificate is issued; provided, however, that any dividends received by the Trustees in common or -------- ------- other stock of the Company having general voting powers shall be held by the Trustees under the Voting Trust Agreement and shall be represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or voting trust certificates issued in form similar hereto. Until the name Trustees shall have delivered the shares of stock held under such Voting Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Voting Trust Agreement, the Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the owner hereof, or such owner's assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Voting Trust Agreement dated as of _______________________, evidencing 1997, between the ownership of _______ shares of Class A Common Stock of Eagle-Picher HoldingsCompany and Xxx X. Xxxxxx, Inc., a Delaware corporation Xx. and J. Xxxxx Xxxxxx in trust (the "CompanyVoting Trust Agreement"), and that such shares certain shareholders of the Company (copies of which Voting Trust Agreement, and of every agreement amending or supplementing the same, are held subject on file in the principal office of the Company, and shall be open to the inspection of any shareholder of the Company, during business hours); to all the terms provisions of which Voting Trust Agreement the holder of this certificate, and conditions such holder's heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Voting Trust Agreement had been signed by such person. Subject to Sections 8, 9 and 12 of the Voting Trust Agreement, dated as in the event of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders the dissolution or total or partial liquidation of the Company. During , the term moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees. Except as otherwise provided in Sections 9 and 12 of the Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting trustpowers is received by the Trustees, the TrusteeTrustees shall distribute the same to the registered holders of voting trust certificates, on the date of such distribution, or its successors, shall, as provided in said agreement, possess and be to the registered certificate holders at the close of business on the date fixed by the Trustees for taking a record to determine the certificate holders entitled to exercise such distribution, pursuant to the voting power and otherwise represent all provisions of Paragraph 6 of the said shares for all purposes, being agreed that no voting right Voting Trust Agreement. Such distribution shall pass be made to the holder hereof certificate holders ratably in accordance with the number of shares represented by virtue their respective voting trust certificates. Cash dividends shall be treated as set forth in Section 6 of the ownership Voting Trust Agreement. Share certificates for the number of shares of common stock then represented by this certificate. Upon , or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of sharesVoting Trust Agreement as provided therein. The undersigned Trustee has executed this certificate as of the ___ day of _Voting Trust Agreement shall continue in full force and effect until _________________, ____2007 (subject to extension as hereinafter set forth), unless terminated prior thereto, as provided in the Voting Trust Agreement. GRANARIA HOLDINGSThe Voting Trust Agreement may be extended as the parties may agree, B.V.as provided in the Voting Trust Agreement. This certificate is transferable on the books of the Trustees at the office of the Trustees (or elsewhere as designated by the Trustees) by the holder hereof, Trustee By: ________________________________either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees -------- ------- may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees.

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder2.1. The Voting Trust Certificate Certificates to be issued and delivered by the Voting Trustees under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustees and the attorney-in-fact for the Holders may from time to time approve: THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THISCERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDERTHE SECURITIES ACTOF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION. THE REGISTRATION IS IN PROCESS, THE COMPLETION OF WHICH WILL BE INFORMED TO THE HOLDER BY ANNOUNCEMENT ON THE COMPANY'S WEBSITE. No. _________________________ _________________ Shares Names: _______________________ ID Card number: _____________________ VOTING TRUST CERTIFICATE FOR COMMON STOCK OF CHINA AGRI-BUSINESS, INC. THIS IS TO CERTIFY THAT: 1. This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to certify that the undersigned Trustee has received terms and conditions of, a Voting Trust and Escrow Agreement (the "Voting Trust and Escrow Agreement") dated [DATE] among certain of the shareholders ("Holders") of CHINA AGRI-BUSlNESS, INC. ("Corporation"), and [TRUSTEES] ("Voting Trustees"). Copies of the Voting Trust Agreement are kept on file by the Voting Trustees in their offices at Finance Plaza 9 floor Hi-tech Road 42#, Hi-tech industrial development Zone, Xi'an, Shaanxi, China, have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law. 2. By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust and Escrow Agreement. 3. Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 9.2 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustees dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustees upon such shares. If the Voting Trustees shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, or upon the exercise of any right of subscription pursuant to Section 3.2 of the Voting Trust and Escrow Agreement, the Voting Trustees shall hold such shares in accordance with the terms of the Voting Trust and Escrow Agreement and shall issue Voting Trust Certificates in respect thereof. 4. Until the re-transfer to the Holder hereof of certificates for the shares represented by this certificate, the Voting Trustees shall possess and be entitled to exercise all rights and powers to vote the shares as provided in the name Voting Trust and Escrow Agreement, and no Holders of this certificate shall in such capacity have any rights or powers to vote such shares. 5. This certificate is transferable only on the books of the Voting Trustees to be kept by them, or their agents, upon surrender hereof (duly endorsed in blank or accompanied by a proper instrument or assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, state and local taxes or other governmental charges, if any, then payable in respect of such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Until this certificate is so transferred, the Voting Trustees may treat the registered Holder hereof as the absolute owner hereof for all purposes whatsoever. The rights and powers to transfer this certificate are expressly limited by and subject to the transfer restrictions contained in the Voting Trust and Escrow Agreement. 6. This certificate is not valid unless signed by the Voting Trustees. The undersigned Voting Trustees have caused this certificate to be signed this __________ [DATE]. _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: T r u s t e e ________________________________, T r u s t e e 2.2. Restrictions on Certificate Transfers

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders Subscribers a Voting voting trust certificate ("Trust Certificate Certificate") for the number of shares represented by Shares that Subscriber has placed in the certificates of Common Stock by such Shareholder transferred to the TrusteeTrust. Each such Voting Trust Certificate certificate shall state that it is issued under the this Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, shall set forth the number of Shares it beneficially represents, and shall be assignable, subject to the provisions of the Shareholders' this Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares names and addresses of all Subscribers, together with the number (and if applicable, the class) of Shares each transferred to the Trust, and deliver copies of the Trust transferred list and this Agreement to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names Corporation's principal office so that they may be open to inspection by any shareholder of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books Corporation or any beneficiary of the Trustee by any Voting Trust Certificate holderTrust. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST TRUSTEE'S CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, [name] evidencing the ownership of _______ [number] shares of Class A Common Stock of Eagle-Picher HoldingsConnect Express, Inc., a Delaware Florida corporation (the "CompanyConnect"), and that such shares are held subject to all the terms and conditions of the a Voting Trust Agreement, dated as of November 16April ____, 19981996, by and between Granaria Industries B.V., as among Marc X. Xxxxxxx xx Trustee, and certain shareholders of the Companyin Connect. During the term period of the voting trustten (10) years from and after April ____, 1996, the Trustee, said Trustee or its successors, his successors shall, as provided in said agreementVoting Trust Agreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposes, being the Trustee and the holder of this certificate having agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustTrust, this certificate shall be surrendered to the Trustee by the its holder hereof upon delivery to such holder of a stock certificate representing a like number of Connect shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________.

Voting Trust Certificates. (a) Notwithstanding the delivery to the Trustees by a Founder of the certificate or certificates for their respective Restricted Securities, such Founder shall (subject to any transfer otherwise permitted hereunder) continue to be the beneficial owner of the Restricted Securities so deposited by such Founder with the Trustee. (The Trustee beneficial interest of a Founder, or of a Permitted Transferee of such Founder, in a share of any Restricted Security delivered to the Trustees hereunder may hereinafter be referred to as a "Beneficial Share.") Each Beneficial Share shall be evidenced by a voting trust certificate or certificates (the "Voting Trust Certificates"), and the Trustees shall issue and deliver or cause to each of the Shareholders be delivered to such Founder a Voting Trust Certificate for the number evidencing his or her beneficial ownership of shares represented by the certificates of Common Stock by such Shareholder transferred to the TrusteeBeneficial Shares. Each All such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and Certificates shall be assignable, subject to in substantially the provisions form of the Shareholders' Agreement, in the manner Exhibit A hereto. --------- (b) Each registered holder of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in entitled to receive copies of all notices of meetings, annual or periodic reports to the following form: VOTING TRUST CERTIFICATE This is Corporation's stockholders or other materials distributed by the Corporation generally to certify that the undersigned Trustee has received a certificate or certificates issued in the name holders of _______________________, evidencing the ownership any class of _______ securities of which any outstanding shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation constitute Restricted Securities (the "CompanyStockholder Information"), and that such shares are the Trustees shall, upon their receipt from the Corporation of any Stockholder Information in respect of Restricted Securities held subject to all the terms and conditions of the Voting Trust this Agreement, dated as promptly mail copies of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled such Stockholder Information to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to each such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate Voting Trust Certificate at his or her address as shown on the books of the ___ day Trustees. Each Founder acknowledges and agrees that the rights and powers of __________________the Trustees hereunder, ____. GRANARIA HOLDINGSincluding, B.V.without limitation, those rights and powers set forth in Sections 10 and 11 below, shall not be affected by any failure of the Trustee By: ________________________________to comply with the provisions of this Subsection 3(b).