Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the capital stock of Powerstation Technologies, Inc. (the "Corporation") under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust Agreement.
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Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- ------------------------------------------ Xxxxxxxx X. Xxxxxxxx Xxxxxxxx, as Voting Trustee /s/ Xxxxxx X. Xxxxx -------------------------------------- ------------------------------------------ Xxxxxx X. Xxxxx Xxxxx, as Voting Trustee EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ NETWORK ENGINES, INC. (FORMERLY, POWERSTATION TECHNOLOGIES, INC. .) A Massachusetts Corporation No. 6 10,000 10 2,500 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the capital Capital stock of Powerstation TechnologiesNetwork Engines, Inc. (the "Corporation") under and an agreement dated ________October 1, _____1995, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxxx will be entitled to receive a certificate for 10,000 2,500 shares of the common stock, $.01 par value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, by buy accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust Agreement.
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Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, (a) Any individual acting as one of the Voting Trustees shall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, Bentley and Shareholder, such resignation to be effective at such time as a successor Voting Trustee accepts this Agreement pursuant to Section 3(c).
(b) Subject to the terms of Section 2(c) of this Agreement, in the event of the capital stock resignation, death or inability of Powerstation Technologiesone of the Voting Trustees to serve for any reason, Inc. the successor to such Voting Trustee shall be an individual appointed in accordance with the provisions of this Section 3(b). In the event the trusteeship originally occupied by Lloyd R. Abrams (the "CorporationBentley Txxxxxxxxxx") under xxcomes vxxxxx, Bentley within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trustee hereunder who shall occupy the Bentley Trusteeship and agreement dated ________, _____, 1995 shall for purposes of this Agreement be deemed Lloyd R. Abrams' successor; and xx xxx xxxxx xhe trusteeship originally occupied by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees Max Munn (hereinafter called the "Interiors Trustexxxxx") becomes vacant, Interiors within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trust Agreement")Trustee hereunder who shall occupy the Interiors Trusteeship and shall for purposes of this Agreement be deemed Max Munn's successor.
(x) Xxy person appointed as a successor Voting Trustee hereunder shall become a Voting Trustee only upon written acceptance of this Agreement and the rights, having received certain shares of capital stock of the Corporation pursuant to such Agreementpowers, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration duties and obligations of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorneyTrustees hereunder, and the holder hereofdelivery of such acceptance to the acting Voting Trustee (if any), by accepting this certificateBentley and Shareholder. Each successor Voting Trustee shall have the same rights, adopts powers, duties and ratifies obligations as the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust AgreementTrustee whom such successor succeeds.
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Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx 3.1 Each Voting Trustee ( a ) accepts the trust and Xxxxxx X. Xxxxx, Voting Trustees proxy hereby created in accordance with all of the capital stock of Powerstation Technologies, Inc. (the "Corporation") under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions and reservations herein contained and agrees to serve as Voting Trustee hereunder, and (b) agrees that he will exercise the powers and perform the duties of the Voting Trustee as herein set forth according to his best judgment.
3.2 Each of the two trustees shall be unaffiliated with each other, and each shall have no familial or business connection with the management of Telcordia, Parent (including any of its subsidiaries and affiliates), Stock Holder (including any of its subsidiaries and affiliates), or any Telecommunications Service Provider (defined as any telecommunications carrier as defined in 47 U.S.C. §153(51) and any interconnected VoIP provider as defined in 47 U.S.C. § 153(25)). The Voting Trustees shall take no action that would cause Telcordia to violate the Code of Conduct.
3.3 Any Trustee or successor Trustee may at any time resign by delivery to the other Trustee and to the Stock Holder his resignation in writing. In the event of a vacancy or vacancies occurring in the office of Trustee or successor Trustee through the death, incapacity, resignation, refusal to act, or removal from the role of Trustee under this Agreement, the Stock Holder may appoint a successor Trustee to fill each such vacancy, with the prior written consent of the FCC. A majority of the Telcordia Board of Directors, by affirmative vote, may remove a Trustee with or without cause at any time, with the written consent of the FCC, which consent shall not be unreasonably withheld or delayed, and a successor Trustee shall be appointed in accordance with the preceding sentence. The successor Trustee so appointed shall be clothed with all the rights, privileges, duties and powers conferred upon the Trustees herein named. Upon the appointment of a successor Trustee, new certificates of Trust Stock shall be issued in the names of the current Voting Trustees.
3.4 The Stock Holder hereby waives any and all claims of every kind and nature which hereafter the Stock Holder may have against the Voting Trustees, and agrees to release and by such act does release each Voting Trustee and his respective successors and assigns from any liability whatsoever arising out of or in connection with the exercise of his powers or the performance of his duties hereunder, except for such claims or liability as may arise out of the willful misconduct or gross negligence of such Voting Trustee. Each Voting Trustee shall be free from liability in acting upon any paper, document or signature reasonably believed by the Voting Trustee to be genuine and to have been signed by the proper party. No Voting Trustee shall be liable for any error of judgment in any act done or omitted, nor for any mistake of fact or law, nor for anything that the Voting Trustee may do or refrain from doing, unless, in each case, the Voting Trustee's action or failure to act constitutes willful misconduct or gross negligence. Each Voting Trustee may consult with legal counsel and action under this Agreement suffered or taken in good faith by such Voting Trustee in accordance with the opinion of the Voting Trustee's counsel shall be conclusive on the parties to this Agreement and such Voting Trustee shall be fully protected and be subject to no liability with respect thereto.
3.5 In consideration of each Voting Trustee's services hereunder, the Stock Holder shall pay to each Voting Trustee Two Thousand Five Hundred Dollars (US$2,500) per calendar month. This amount may be increased with the consent of the FCC for good cause, which includes the amount of time actually required to fulfill Trustees’ duties. In addition, the Stock Holder shall pay all reasonable expenses of the Voting Trustees, including, without limitation, counsel fees, and shall discharge all liabilities incurred by the Voting Trustees, or either of them, in connection with the exercise of their powers and performance of their duties under this Agreement, except such as shall arise from the willful misconduct or gross negligence of a Voting Trustee. The Stock Holder shall also indemnify and hold the Voting Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the voting trust created by this Agreement or the exercise of any powers or the performance of any duties by him as herein provided or contemplated, except such as shall arise from the willful misconduct or gross negligence of a Voting Trustee.
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Samples: Voting Trust Agreement
Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the capital stock of Powerstation Technologies, Inc. (the "Corporation"a) under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration Each of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms Trustees executing this Agreement (i) acknowledges receipt of the Voting Trust Agreement. This certificate is transferable only on certificates representing the books shares of the undersigned trustees by the registered holder Common Stock deposited herewith as set forth in person or by his duly authorized attorney, and the holder Section 2(a) hereof, by accepting this certificate, adopts and ratifies (ii) accepts the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for trust hereby created in accordance with all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment.
(b) The Voting Trustees may purchase, sell, own or hold shares of Common Stock and Voting Trust Certificates in accordance with the Stockholders' Agreement and this Agreement and may contract with and be compensated by the Company or any affiliated corporation or be or become pecuniarily interested in any matter or transaction to which the Company or any affiliated corporation may be a party or with which the Company may in any way be concerned, as fully and freely as if the Voting Trustees were not the Voting Trustees.
(c) Any of the Voting Trustees may resign at any time by delivering to the other Voting Trustees such Voting Trustee's resignation in writing, such resignation to take effect upon the appointment of a successor Voting Trustee as provided herein, whereupon all powers, rights and obligations of such resigning Voting Trustee under this Agreement shall cease.
(d) If, prior to the occurrence of a Control Event (as defined in the Stockholders' Agreement.), any vacancy shall occur, by reason of death, disability, resignation or inability or refusal to act, in the position of (i) Jamex X. Xxxxxxx xx Davix X. Xxxxx, xx Voting Trustees, either of such Voting Trustee's successor shall be such individual who, at the time such vacancy occurs, is serving as the most senior member of management of the Company (as determined by the Board of Directors by a Special Board Vote (as defined in the Stockholders' Agreement)), and any subsequent vacancy in either position shall thereafter be filled by the most senior member of management of the Company (as determined by the Board of Directors by a Special Board Vote) at the time such vacancy occurs, and (ii) Edwaxx X. Xxxxx,
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Voting Trustees. s/ Xxxxxxxx (a) Each of the Voting Trustees executing this Agreement (i) acknowledges receipt of the certificates representing the shares of Common Stock deposited herewith as set forth in Section 2(a) hereof, (ii) accepts the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment.
(b) The Voting Trustees may purchase, sell, own or hold shares of Common Stock and Voting Trust Certificates in accordance with the Stockholders' Agreement and this Agreement and may contract with and be compensated by the Company or any affiliated corporation or be or become pecuniarily interested in any matter or transaction to which the Company or any affiliated corporation may be a party or with which the Company may in any way be concerned, as fully and freely as if the Voting Trustees were not the Voting Trustees.
(c) Any of the Voting Trustees may resign at any time by delivering to the other Voting Trustees such Voting Trustee's resignation in writing, such resignation to take effect upon the appointment of a successor Voting Trustee as provided herein, whereupon all powers, rights and obligations of such resigning Voting Trustee under this Agreement shall cease.
(d) If, prior to the occurrence of a Control Event (as defined in the Stockholders' Agreement), any vacancy shall occur, by reason of death, disability, resignation or inability or refusal to act, in the position of (i) Xxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx Xxxxxxx or Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIESXxxxx, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx as Voting Trustees, either of such Voting Trustee's successor shall be such individual who, at the time such vacancy occurs, is serving as the most senior member of management of the Company (as determined by the Board of Directors by a Special Board Vote (as defined in the Stockholders' Agreement)), and any subsequent vacancy in either position shall thereafter be filled by the most senior member of management of the Company (as determined by the Board of Directors by a Special Board Vote) at the time such vacancy occurs, and (ii) Xxxxxx X. Xxxxx, as Voting Trustee, such vacancy, and any subsequent vacancy in such position, shall be filled by the appointment by the remaining Voting Trustees of the capital stock of Powerstation Technologiesa successor Voting Trustee, Inc. (the "Corporation") under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime which successor shall be entitled reasonably acceptable to receive payments of dividends or distributions that may Acquisition Company. Any successor Voting Trustee, when so appointed, shall have the same powers and obligations as an original Voting Trustee and shall be collected by the undersigned trustees upon a like number of such shares subject to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of this Agreement, with like effect as though such successor were an original party hereto, and any reference herein to the Voting Trustees shall be deemed to include such successor Voting Trustee.
(e) Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Control Event, all of the Voting Trustees shall immediately resign (and, if such resignations are not immediately tendered and effective, Acquisition Company shall be entitled to immediately remove such Voting Trustees), whereupon all powers, rights and obligations of such resigning Voting Trustees under this Agreement shall cease, and Acquisition Company shall become the sole Voting Trustee, and all of the rights, powers and obligations of the Voting Trustees hereunder shall then pass to and devolve upon Acquisition Company. In such event, Acquisition Company shall have the same rights, powers and obligations as an original Voting Trustee and shall be subject to all terms and conditions of this Agreement, with like effect as though Acquisition Company were an original party hereto, and any reference herein to the Voting Trustees shall be deemed to refer solely to Acquisition Company; provided, however, that in the event of any cure of a Control Event pursuant to Section 3(e)(iv) or (vi) of the Stockholders' Agreement, Acquisition Company shall immediately resign as Voting Trustee, whereupon all powers, rights and obligations of Acquisition Company under this Agreement shall cease, and the Voting Trustees who were serving in such positions immediately prior to the occurrence of such Control Event, or their appropriate successors, shall become the Voting Trustees hereunder.
(f) Every registered holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof severally agrees to waive and by such act does waive any and all claims of every kind and nature which hereafter each such holder or bearer may have against the Voting Trustees, and agrees to release and by such act does release the Voting Trustees and their successors and assigns from any liability whatsoever arising out of or in connection with the exercise of their powers or the performance of their duties hereunder, except for the willful misconduct or gross negligence of any of the Voting Trustees.
(g) The Voting Trustees agree to serve without compensation. The Company shall pay all reasonable expenses of the Voting Trustees, including counsel fees, and shall discharge all liabilities incurred by them in connection with the exercise of their powers and performance of their duties under this Agreement. The Company shall also defend, indemnify and hold the Voting Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, except such as shall arise from the willful misconduct or gross negligence of any of the Voting Trustees.
(h) Any Voting Trustee appointed hereunder, and such Voting Trustee's successors, may be a party to this Agreement as a holder of Voting Trust Certificates, and, to the extent of any Common Stock deposited by such Voting Trustee or successor or of the Voting Trust Certificates issued hereunder with respect to such Common Stock, such Voting Trustee shall be entitled in all respects to the same rights or benefits as other holders of Voting Trust Certificates who are now or may hereafter become parties to this Agreement.
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Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- Hunter ------------------------- Ronald D. Hunter Allen O. Xxxxx, Xx. XXXXX XXXX XND ANNUITY COMPANY ------------------------- Allen O. Jones, Jr. By: David W. Rikard Title: Senior Vice President STANDARD MANAGEMENT CORPORATION By: Edward T. Stahl Title: Executive Vice President ANNEX I VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the capital stock of Powerstation Technologies, Inc. (the "Corporation") under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant _____ Common Stock ________ Shares STANDARD MANAGEMENT CORPORATION AN INDIANA CORPORATION This is to such Agreement, hereby certify that Xxxxx Xxxxx ___________________ will be entitled upon surrender of this certificate after payment of a sum sufficient to reimburse the undersigned for any stamp tax or other governmental charge payable thereon, to receive a certificate for 10,000 _______________ fully paid and nonassessable shares of common stockCommon Stock, $.01 no par value, of Standard Management Corporation, an Indiana corporation, deposited with the undersigned pursuant to the terms of an agreement (the "Agreement") dated as of November 8, 1996, among Delta Life and Annuity Company and the undersigned Voting Trustees, the original of which is on file at the principal office of Standard Management Corporation upon in Indianapolis, Indiana. In the expiration of interval the Voting Trust Agreement, and in the meantime holder hereof shall be entitled to receive payments of equal to dividends or distributions that may be collected received by the undersigned trustees Voting Trustees named in the Agreement or their successors, upon a like number of shares of stock of such shares class, less any expense chargeable to the extent holder hereof under the Agreement; such dividends, if received by the Voting Trustees in stock of Standard Management Corporation having general or other voting power, however, to be payable in voting trust certificates in similar form. This certificate is issued, subject to, and in the manner provided under holder by accepting the same consents to, all the terms of the Agreement and the acceptance of this certificate shall bind successive holders hereof to all the terms of the Agreement as if the holder were a party to it. No voting right passes by this certificate and until the actual delivery of the stock certificates, the Voting Trust Trustee shall, according to the provisions of the Agreement, be entitled to exercise all rights of ownership with respect to the stock. No stock certificate shall be deliverable under this certificate until the termination of the Agreement with respect to the shares represented by such certificate. In case of a vacancy in the position of Voting Trustee, caused by death, resignation or incapacity to act, the vacancy shall be filled according to the provisions of the Agreement. This certificate is transferable only transferrable on the books of the undersigned trustees Voting Trustees at their office in Indianapolis, Indiana, or at any other place designated by the registered Voting Trustees, by the holder of record, in person or by his a duly authorized attorneyattorney in accord with the rules established for that purpose by the voting Trustees, and on surrender of the holder hereofcertificate properly endorsed; but until so transferred, by accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees voting Trustees may treat the registered holder hereof of record as the true owner of the certificate for all purposes except the whatsoever. In connection with any transfer or delivery of stock certificates or voting trust certificates, which delivery the Voting Trustees may require the payment of a sufficient sum to pay or reimburse them for any governmental charge or any stamp tax in connection herewith. This certificate shall not be made without valid until signed by the surrender hereofVoting Trustees. This In witness whereof the Voting Trustees have signed this certificate. Dated: November 8, 1996 Ronald D. Hunter __________________________________ Ronald D. Hunter Allen O. Jones, Jr. __________________________________ Allen O. Jones, Jr. Xxx xxxxx xxxxxxxx __________________ hereby sell, assign and transfer unto _______________________ the within certificate is issued pursuant to, and all rights represented thereby and do hereby irrevocably constitute and appoint ________________ attorney to transfer such certificates on the rights of the holder hereof are subject to, all the terms and conditions books of the Voting Trust Agreement.Trustees in the certificate with full power of substitution in the premises. ___________________________________ Signed in the presence of _____________________________ ANNEX II DEPOSITARY AGREEMENT
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Voting Trustees. s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, (a) Any individual acting as one of the Voting Trustees shall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, Bentley and Shareholder, such resignation to be effective at such time as a successor Voting Trustee accepts this Agreement pursuant to Section 3(c).
(b) Subject to the terms of Section 2(c) of this Agreement, in the event of the capital stock resignation, death or inability of Powerstation Technologiesone of the Voting Trustees to serve for any reason, Inc. the successor to such Voting Trustee shall be an individual appointed in accordance with the provisions of this Section 3(b). In the event the trusteeship originally occupied by Xxxxx X. Xxxxxx (the "CorporationBentley Trusteeship") under becomes vacant, Bentley within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trustee hereunder who shall occupy the Bentley Trusteeship and agreement dated ________, _____, 1995 shall for purposes of this Agreement be deemed Xxxxx X. Xxxxxx' successor; and in the event the trusteeship originally occupied by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees Xxx Xxxx (hereinafter called the "Interiors Trusteeship") becomes vacant, Interiors within ten (10) days of its receipt of notice of such vacancy shall appoint another individual to as a Voting Trust Agreement")Trustee hereunder who shall occupy the Interiors Trusteeship and shall for purposes of this Agreement be deemed Xxx Xxxx'x successor.
(c) Any person appointed as a successor Voting Trustee hereunder shall become a Voting Trustee only upon written acceptance of this Agreement and the rights, having received certain shares of capital stock of the Corporation pursuant to such Agreementpowers, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration duties and obligations of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorneyTrustees hereunder, and the holder hereofdelivery of such acceptance to the acting Voting Trustee (if any), by accepting this certificateBentley and Shareholder. Each successor Voting Trustee shall have the same rights, adopts powers, duties and ratifies obligations as the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust AgreementTrustee whom such successor succeeds.
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