VOTING TRUST AGREEMENT
This Agreement is entered into this 30th day of June 1998, by and between Xxxx
X. Xxxxxxxx ("Xxxxxxxx") and The Intergroup Corporation, a Delaware
corporation ("InterGroup" or the "Company").
WHEREAS, Winfield is the President, Chairman of the Board and Chief Executive
Officer of InterGroup; and the record and beneficial owner of 49,400 shares
of Common Stock, $.10 par value (the "Common Stock"), of Santa Fe Financial
Corporation ("Santa Fe"); and
WHEREAS, InterGroup is also a substantial shareholder of Santa Fe; and
WHEREAS, the parties believe that it is in the best interests of the Company
that InterGroup have voting control over the shares of Common Stock in order
to effectuate a consolidation of Santa Fe and InterGroup for financial
reporting purposes;
NOW THEREFORE, for valuable consideration and the mutual covenants and
conditions set forth herein, Winfield and InterGroup agree as follows:
1. Voting Rights. Winfield grants to InterGroup the exclusive right to vote
the Common Stock, in any and all matters, for such period of time as Winfield
owns said shares. Said grant of voting rights shall not be deemed a
transfer of any ownership rights in the Common Stock.
2. Right of First Refusal. Before selling or transferring any of the Common
Stock, Winfield must first offer the shares to InterGroup, in the following
manner:
(a) Winfield shall mail or personally deliver a copy of any written offer
received by him to sell the Common stock, or a notice of intent to sell if
there is no written offer, to the Secretary of the Company, stating the
number of Common Shares and the price, terms, and conditions of the proposed
sale or transfer, including the name of any proposed outside buyer.
The Company shall then have the right to purchase any or all of those shares
at the price and on the terms and conditions stated in the offer, or at the
current market price if there is no written offer, by giving written notice
of its election to purchase a specified number of shares. This notice shall be
given by mail or personal delivery within two (2) business days after the
date of receipt of any written offer to purchase or notice of
intent to sell in the open market.
(b) If the Company fails to give notice of its election to purchase within the
prescribed period, or if it elects to purchase fewer than all of the shares
being offered, than Winfield shall be free to sell or transfer the balance
of the Common Stock according to the terms of the written offer or on the
open market.
THE INTERGROUP CORPORATION
____________________________ by __________________________________
XXXX X. XXXXXXXX XXXXXXX X. XxXXXXXXX
Executive Vice President
