Common use of Voting Trust Clause in Contracts

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Total Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) (A) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or and (iiB) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following (a) In connection with the Closingsale of the Shares to Buyer as described above, certificates evidencing the Shares shall be held by Seller in trust after the Closing until the Shares represented thereby are no longer subject to the provisions of this Section 6. Pursuant to this Section 6, Seller shall exercise all voting rights with respect to the Shares. Seller shall exercise such rights initially through William F. Moreno, [Manager] of Seller (in such capacity, the Stockholder "Voting Xxxxxxx"). Xxxxxx may at any time, in its sole discretion, replace William F. Moreno (or his successor) as Voting Trustee and any such rexxxxxxxxx xxxxx xe the Parent "Voting Trustee" for purposes of this Agreement as if such replacement had originally acknowledged this Agreement as contemplated on the signature page hereto. (b) Subject to the provisions of Section 6(f) below, the Voting Trustee shall cause AP be entitled to deposit exercise all the voting and consenting rights in respect of the Shares, including the right to vote the Shares in connection with all matters requiring or permitting a stockholder vote or consent under the Delaware General Corporation Law. (c) Buyer hereby acknowledges and agrees that the Stockholder Voting Trustee is an officer and affiliate of the Parent Seller and that the Voting Trustee may act as a Director and/or an officer and/or employee of the Company and may vote for himself as such and may be interested in the shares of common stock, or otherwise interested in, the Company. (d) The Voting Trustee shall deposit not incur any liability hereunder, except for his/her own willful misconduct. (e) Buyer shall be entitled to receive all dividends and all other corporate distributions made by the Company in respect of the Shares except that if any such dividend or distribution shall be made in shares of common stock or any other class of voting capital stock of the Company, the certificates for the shares of such common stock or other voting capital stock shall be deposited with and held by Voting Securities Beneficially Owned by either Trustee subject to the terms of them or any this Agreement and shall be deemed "Shares" for all purposes hereunder. (f) Subject to Section 6(g) below, the provisions of their Affiliates, into a voting trust this Section 6 shall remain in full force and effect for an initial period of two years from the Closing Date (the "Voting TrustInitial Period"). The Initial Period shall automatically renew for subsequent, consecutive two-year periods (each, an "Extension Period") unless Buyer otherwise notifies Seller of her intent to be established terminate the provisions of this Section 6 at any time. Upon terminations of the provisions of this Section 6. Seller shall return to Buyer any certificates representing the Shares in Seller's possession.] [need to confirm] (g) If, at any time while the provisions of this Section 6 are in effect, Buyer desires to sell all or any portion of her Shares to a third party pursuant to a voting trust agreement (bona fide offer to purchase such shares, Buyer shall first obtain the "Voting Trust Agreement") with an independent voting trustee prior written consent of Seller to such sale, which consent shall not be unreasonably withheld, except that Seller may refuse to consent to any such proposed sale if Buyer does not agree, in writing, as a form reasonably satisfactory condition precedent to Parent and the Company and which shall include the following provisions for the voting of such sale, that the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such to be sold first be converted into shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholdersClass A Common Stock, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast contemplated by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all Section 4 of the Company's assets or any issuance Certificate of Voting Securities that would represent Incorporation as in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights date hereof. Any consent by Seller to sale of the Voting Securities Beneficially Owned by the Stockholder), shares hereunder shall include a written release of such shares may be voted as directed by (and only such shares) from the Stockholder and (b) in the election provisions of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.this

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) (A) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or and (iiB) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; providedPROVIDED, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; providedPROVIDED, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliates.

Voting Trust. Immediately following (a) In connection with the Closingsale of the Purchase Shares to the Purchaser as described above, Seller shall also deliver to Purchaser certificates evidencing the Voting Trust Shares (i.e. 650,000 shares of Class B Common Stock of the Company) which certificates shall be held by Purchaser in trust until the shares represented thereby are no longer subject to the provisions of this Section 3. Pursuant to this Section 3, Purchaser shall exercise all voting rights with respect to the Voting Trust Shares. Purchaser shall exercise such rights initially through William Moreno, President of Purchaser (in such capacity, the Stockholder "Votinx Xxxxxxx"). Xurchaser may at any time, in its sole discretion, replace Mr. Moreno (or his successor) as Voting Trustee and any such replacexxxx xxxxx be the Parent "Voting Trustee" for purposes of this Agreement as if such replacement had originally acknowledged this Agreement as contemplated on the signature page hereto. (b) Subject to the provisions of Section 3(f) below, the Voting Trustee shall cause AP be entitled to deposit exercise all the voting and consenting rights in respect of the Voting Trust Shares, including the right to vote the Voting Trust Shares in connection with all matters requiring or permitting a stockholder vote or consent under the Delaware General Corporation Law. (c) Seller hereby acknowledges and agrees that the Stockholder Voting Trustee is an officer and affiliate of the Parent Purchaser and that the Voting Trustee may act as a Director and/or an officer and/or employee of the Company and may vote for himself as such and may be interested in the shares of common stock, or otherwise interested in, the Company. (d) The Voting Trustee shall deposit not incur any liability hereunder, except for his own willful misconduct. (e) Seller shall be entitled to receive all dividends and all other corporate distributions made by the Company in respect of the Voting Trust Shares except that if any such dividend or distribution shall be made in shares of common stock or any other class of voting capital stock of the Company, the certificates for the shares of such common stock or other voting capital stock shall be deposited with or held by Voting Securities Beneficially Owned by either Trustee subject to the terms of them or any this Agreement and shall be deemed "Voting Trust Shares" for all purposes hereunder. (f) Subject to Section 3(g) below, the provisions of their Affiliates, into a voting trust this Section 3 shall remain in full force and effect for an initial period of two years from the Effective Date (the "Voting TrustInitial Period"). The Initial Period shall automatically renew for subsequent, consecutive two-year periods (each, an "Extension Period") unless Purchaser otherwise notifies Seller of its intent to be established terminate the provisions of this Section 3 at any time. Upon termination of the provisions of this Section 3, Purchaser shall return to Seller any certificates representing the Voting Trust Shares in Purchaser's possession. (g) If, at any time while the provisions of this Section 3 are in effect, Seller desires to sell all or any portion of the Voting Trust Shares to a third party pursuant to a bona fide offer to purchase such shares, Seller shall first obtain the prior written consent of Purchaser to such sale, which consent shall not be unreasonably withheld, provided, however, that Purchaser may refuse to consent to any such proposed sale if Seller does not agree, in writing, as a condition precedent to such sale, that the Voting Trust Shares to be sold first be converted into shares of the Company's Class A Common Stock, as contemplated by Section 4 of the Company's Certificate of Incorporation as in effect on the date hereof. Any consent by Purchaser to a sale of Voting Trust Shares hereunder shall include a written release of such Voting Trust Shares (and only such shares) from the provisions of this Section 3. Any Voting Trust Shares retained by Seller shall remain subject to the terms of this Agreement as written. (h) Purchaser and Seller hereby agree that if either Party is required by any federal or state statute, law, rule or regulation to file a copy of the provisions of this Section 3, they will execute and deliver a separate voting trust agreement (the a "Voting Trust Agreement") to memorialize the provisions of this Section 3 for purposes of complying with an independent voting trustee in a form reasonably satisfactory to Parent and such applicable federal or state filing requirement. In the Company and which shall include event of any conflict between the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% terms of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Trust Agreement and the rights provisions of this Section 3, the terms of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliatescontrol.

Voting Trust. Immediately following the Closing, the Stockholder The Shareholders hereby create and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a irrevocable voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include under the following provisions for terms and conditions: (a) The Shareholders shall, upon execution of this Agreement, deposit the voting of stock certificates representing the shares of Voting Securities stock of the Corporation set forth opposite their names on the signature pages hereof with the Trustee. (b) The shares of stock of the Corporation so deposited therein: until with the Standstill Termination DateTrustee shall be transferred in the stock ledger of the Corporation to the name of "Mr. Rafael Nxx, all Xxxxxxx". During the period when the Trust shall be in force, the Trustee shall possess legal title to such shares of stock deposited with him (but not the beneficial ownership of such shares), and shall be entitled to exercise all rights of every kind (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election right to retain dividends paid and other distributions made with respect to such shares, except to the extent necessary to reimburse the Trustee as set forth in Section 1(j) hereof), including without limitation the right to vote in person or by proxy and such shares of directorsstock deposited within upon any and all matters that are brought up for vote to the Corporation's shareholders; provided, either (i) however, that, in the case of votes at any proposed transaction between the Corporation and the Trustee or in which the Trustee has a stockholders meetingpersonal pecuniary interest (other than an interest shared generally by shareholders of the Corporation) the Trustee shall not vote such shares but shall grant a proxy to one or more disinterested directors of the Corporation or any committee of disinterested directors of the Corporation, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the each case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated selected by the Board of Directors of the Company determined Corporation (without the participation of the Trustee); and provided further that, in the case of the proposed issuance of options to purchase approximately 1,516,666 shares of common stock of the Corporation to Mr. Rafael Xxx, xxx Shareholders hereby instruct the Trustee and the holder of any proxy granted by the Trustee to vote in favor of such issuance. (c) The Trust shall be effective and remain in full force and effect for a Majority Voteperiod of five (5) years from the date of execution hereof (the "Original Term") which term shall be automatically renewed for an additional five (5) year period (the "Renewal Term") unless either PepsiCo Inc. or the Trustee notify the other party of non-renewal at least six (6) months prior to the end of the initial five (5) year period; provided, however, that with respect such non-renewal by PepsiCo., Inc. shall not be unreasonably withheld. Anything herein to any election of directors in respect of which any Person other than the Company is soliciting proxiescontrary notwithstanding, Mr. Rafael Nxx xxx xxxxxxr terminate this Agreement during the Stockholder and Original Term or the Parent shall cause all such shares to be votedRenewal Term, at as the option of the Stockholdercase may be, either (i) at any time at this sole and exclusive discretion upon written notice thereof to the Corporation, (ii) upon the death or incapacity of Mr. Rafael Nxx xxx (xxx) as recommended provided in paragraph (g) below. In addition, the Trustee may, at his sole and exclusive discretion upon notice to the Corporation, release some of the shares subject to the Trust, either unconditionally or subject to the stock option agreement being executed substantially simultaneously herewith or to such other restrictions and conditions as may be agreed between the Trustee and the beneficial owner of such shares. In addition to the foregoing, in the event of non-renewal by Mr. Rafael Nxx, xx xxx Xxxporation, or in the event of Mr. Rafael Nxx'x xxxxxx xx termination, death or incapacity during the Original Term or the Renewal Term, as the case may be, PepsiCo., Inc. shall, for a period of ninety (90) days after such termination, have the right to appoint a substitute Trustee, subject to the consent of the beneficial owners of a majority of the Class A shares, which consent will not be unreasonably withheld or delayed. During the time between such notice, death or incapacity and the appointment of the substitute Trustee, the Board of Directors shall elect a committee of three members of such Board which shall vote the shares within the Trust, by decision of the majority thereof, as Interim Trustee of the Trust. The designation by the Board of Directors such committee of three members of the Board shall become the substitute Trustee for a term not greater than ninety (90) days. In the event PepsiCo, Inc. and the Shareholders are unable to agree to a substitute Trustee within such ninety (90) days term, the Trust will effectively terminate. Upon termination of the Trustee or (ii) upon release of any shares from the Trust, the Trustee shall surrender the stock certificates held by the Trust, or the stock certificates relating to the shares being released, as the case may be, duly endorsed in the name of the Shareholders or their designees, to the Corporation so that the Corporation may issue the corresponding stock certificates to the Shareholders of their designees. This Agreement may not be terminated by any Shareholder. (d) The Shareholders will not sell, transfer, encumber, or otherwise dispose of their respective shares of stock deposited with the Trustee under this Trust or any beneficial interest therein. (e) The Shareholders will, severally, in proportion to the number of shares beneficially owned by them which are subject to this Voting Trust Agreement, indemnify and hold the Trustee harmless from any and all claims, demands, causes of action, losses, liabilities, damages, judgments or charges of any kind, including without limitation the cost of defending any action against him, together with any reasonable attorneys' fees and investigation costs incurred in connection therewith or in connection with any potential claim or loss, or any other expenses, fees, or charges of any character or nature, arising in connection with this Voting Trust Agreement, unless and until it is determined in a final unappealable judgment that such claim, demand, damage or expense arises as a direct result of the willful misconduct or gross negligence of the Trustee. To the extent that the Trustee is unable to enforce this indemnity against any Shareholder, the Corporation shall indemnify the Trustee to the same proportion as extent required from such Shareholder. (f) The Trustee shall cause all dividends (except stock dividends, which shall be deposited and subject to the votes cast Trust) and other distributions paid by the other holders Company to the Trustee with respect to the shares of Voting Securities. The Voting stock held in the Trust to be distributed among the Shareholders in accordance with their interests in the Trust, after deducting expenses reimbursable to the Trustee. (g) In the event of a merger or consolidation involving the Corporation and in which the Corporation is not the surviving entity, the Trust shall terminate on the effective date of said consolidation or merger unless the Trustee gives notice not later than thirty (30) days after said merger or consolidation to the Shareholders of an election to continue this Agreement for its full term, substituting where appropriate the voting shares issued in said consolidation or merger for the shares initially deposited with the Trustee. (h) In voting on all matters which may be voted on by the shareholders of the Corporation and in discharging his responsibilities and exercising his rights hereunder, the Trustee shall also provide incur no liability to any Shareholder, by reason of any error of law or otherwise, unless it shall have been determined by a final unappealable judgment that the Voting Trustee acted with gross negligence or engaged in willful misconduct. (i) The Shareholders agree to cooperate fully with the Trustee and to do all further acts and things requested by the Trustee to more fully carry out and give effect to this Agreement and to permit the Trustee to comply with applicable laws and regulations in all matters related to the shares deposited with the Trustee, including without limitation the execution of proxies in favor of the Trustee, the execution of any public deeds that may be required under applicable law and the preparation and filing of any reports required by any applicable law or regulation. (j) The Trustee shall be entitled to reimbursement from the Trust or, in the event that the Trust shall have no cash, from the Corporation, of all expenses incurred in connection with this Agreement and to deduct any such expenses from amounts distributable to Shareholders, but shall not issue voting trust certificates or be otherwise entitled to any interest in the Voting Trust to a Person other than the Stockholder or any of its Affiliatescompensation for his services as Trustee.

Voting Trust. Immediately following If MIL and its Affiliates shall at any time have beneficial ownership of less than 50% but more than 25% of the ClosingCommon Stock, the Stockholder Founders and the Parent shall cause AP Founder Director shall, subject to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") fiduciary duties to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include all Shareholders, execute any legal document required by appropriate law, and thereafter cast all votes in favor of or against matters to be approved by the following provisions for the voting shareholders of the shares of Voting Securities deposited therein: until Company or the Standstill Termination DateBoard, all such shares as the case may be, in the same manner as MIL and its Affiliates and the directors nominated thereby, respectively; provided that this Section 2.3 shall (a) be voted or consented on all matters submitted to a vote not diminish any rights which the Founders otherwise have under Article Seven of the Company's stockholders, other than Articles of Incorporation. 3. REPURCHASE AT OPTION OF COMPANY OF COMMON STOCK OWNED BY FOUNDERS (a) If the election of directors, either (i) in Founder Director fails to approve any action proposed to the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented Board pursuant to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all Article Seven of the Company's assets Articles of Incorporation, or if the holders of Class B Common Stock fail to approve any such action proposed to the shareholders of the Company, the Company shall have the right, by written notice to the Founders given within 30 days of the vote of the Board, and upon approval of a simple majority of the directors of the Company (excluding the Founder Director), to repurchase all, but not less than all, of the Common Stock then owned by the Founders. Such repurchase shall close within 30 days of the final determination of Fair Market Value, subject only to completion of the appraisal process and receipt of required governmental or regulatory approvals. The repurchase price (the "Repurchase Price") shall equal the Appraised Fair Market Value (as defined below) of the Company as of the exercise date multiplied by a fraction, the numerator of which is the number of shares of Common Stock then owned by the Founders and the denominator of which is the total number of Shares (calculated on a fully diluted basis at the stated exercise price of all options). The Repurchase Price shall, at the Company's election, be payable in cash, common stock of Nextel Communications, Inc. ("Nextel Common Stock") or any issuance combination thereof. Any Nextel Common Stock used as part of Voting the Repurchase Price shall be either registered with the U.S. Securities and Exchange Commission (the "SEC") or registrable at the election of the Founders, exercisable by Telcom on behalf of the Founders, within 30 days after closing of the repurchase right. The Nextel Common Stock shall be valued at the average of the closing price of the Nextel Common Stock on the principal trading F-4 5 market on which such shares are traded over the 20 trading days prior to closing of the repurchase transaction. If paid in cash, the Repurchase Price shall be payable in four equal quarterly installments, beginning on the date of closing of the repurchase right and on each three-month anniversary thereof, with interest accruing on the unpaid principal at an annual rate equal to the annual rate of interest publicly announced by The Chase Manhattan Bank, N.A., or any successor thereto, in New York City as its prime rate from time to time (the "Prime Rate") plus 1%. (b) For purposes of this Agreement, "Fair Market Value" means the price that an unrelated third party would represent pay if it were to acquire all outstanding Shares (including all outstanding vested options at the stated exercise price thereof) in excess an arm's-length transaction, assuming that the Shares were being sold in a manner designed to attract all possible participants and without taking into consideration a control premium or minority discount. The "Appraised Fair Market Value" shall be determined in accordance with the following procedures: MIL shall select an investment banking firm of recognized national standing (the "First Appraiser"), which shall appraise the Fair Market Value and deliver its appraisal to the Company, Telcom and MIL, within 60 days of its engagement. If Telcom shall disagree with the Fair Market Value determined by such appraiser, then Telcom shall have the right to appoint an additional investment banking firm of recognized national standing (the "Second Appraiser"). If Telcom does not engage a Second Appraiser within 30 days of the First Appraiser's delivery of its appraisal, the First Appraiser's appraisal shall be the Appraised Fair Market Value. If Telcom engages a Second Appraiser, the Second Appraiser will appraise the Fair Market Value, and deliver its appraisal to the Company, Telcom and MIL, within 60 days of its engagement. If such difference between the two appraisals is less than 20% of the Voting Power prior to such issuancelower appraised value, including any then the Appraised Fair Market Value shall be the average of the foregoing involving two appraisals. If the Stockholder difference is greater than or equal to 20% of the Parentlower appraised value, or the two appraisers shall engage a third independent investment banking firm of recognized national standing (y) any amendment to the "Third Appraiser"), which shall appraise the Fair Market Value within 60 days of its engagement. The Appraised Fair Market Value shall be the average of the two appraised values which are closest in absolute U.S. dollars. All appraisals of Fair Market Value shall be as of the date of notice of exercise of the right. The expenses of the First Appraiser shall be borne by the Company's amended and restated certificate ; the expenses of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on Second Appraiser, if any, shall be borne by the Alliance Agreement Founders; and the rights expenses of the Voting Securities Beneficially Owned Third Appraiser, if any, shall be borne equally by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust Agreement shall also provide that the Voting Trust shall not issue voting trust certificates or any interest in the Voting Trust to a Person other than the Stockholder or any of its AffiliatesFounders.