EXHIBIT 9.1
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (this "Agreement") is made the 1st day of
February, 1998 by and among XXXXXXXX XXXXXX and XXXX XXXXXXXX XXXXXXXX (the
"Stockholders"), stockholders holding voting shares of common stock of Xxxxxxxx
Equipment and Engineering Company (the "Corporation"), a corporation organized
pursuant to the laws of Florida, having its principal office at 000 X.
Xxxxxxxxxx, Xxxxxxx, Xxxxxxx 00000 and XXXXX X. XXXXXXXX and XXXXXXXX X.
XXXXXXXX (the "Trustees").
WITNESSETH:
WHEREAS, the Stockholders do not intend to take an active part in the
Corporation's management; and
WHEREAS, the Stockholders desire that their interests in the
Corporation be protected; and
WHEREAS, the parties intend to accomplish this by the provisions of
this Agreement;
IT IS AGREED AS FOLLOWS:
1. Recitals. The recitals set forth above in the "Whereas" clauses are
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true and correct and are incorporated herein by reference.
2. Transfer of Stock to Trustees. The Stockholders shall assign and
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deliver their stock certificates (representing voting shares of common stock of
Corporation) to the Trustees who shall cause the stock represented by the
certificates to be transferred to them as voting Trustees on the books of
Corporation.
3. Term of Trust. The voting trust created by this Agreement shall
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continue for ten (10) years from the date of this Agreement.
4. Trustees' Powers. During the term of this Agreement, the Trustees
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shall have the exclusive right to vote the stock transferred pursuant to this
Agreement, or to give written consents in lieu of voting the stock for any
purpose, in person or by proxy at any and all meetings of Stockholders of the
Corporation and in any proceedings at which the vote or written consent of
Stockholders may be required or authorized by law.
5. Trust Certificates. The Trustees will issue and deliver to each of
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the Stockholders (or the Stockholders' nominee) certificates for the number of
shares transferred by him to the Trustees, in form substantially as follows:
TRUST CERTIFICATE
No. [number] [number] of Shares
The undersigned, Voting Trustees of the stock of Xxxxxxxx
Equipment & Engineering Company (the "Corporation"), under an agreement
made [date], having received certain shares of the common stock of
Corporation, pursuant to the agreement, and which agreement the holder
of this Certificate by accepting it, ratifies and adopts, certify that
[name] will be entitled to receive a certificate for [number] fully
paid shares of Corporation on the expiration of the voting trust
agreement and, in the meantime, shall be entitled to receive payments
equal to any dividends that may be collected by Trustees upon a like
number of shares held by them under the terms of the trust agreement.
This Certificate is transferable only on the books of
Trustees, by the registered holder in person or by his authorized
attorney. By accepting this Certificate, the holder consents that
Trustees may treat the registered holder as the true owner for all
purposes, except the delivery of stock certificates, which delivery
shall not be made without surrender of this Certificate.
The shares represented by this Certificate are subject to
restrictions on transferability imposed by State and Federal Securities
laws. In addition, the shares represented by this Certificate are
further subject to certain contractual lockup provisions that affect
the transferability of such shares that have been imposed by Discovery
Capital Group, Inc., the financial consultant to the Corporation.
IN WITNESS WHEREOF, Trustees have caused this Certificate to
be executed in their names and have affixed their hands and seals as of
the date and year first above written.
5. Expiration of Term. At the expiration of the term of the trust, the
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Trustees or their survivors will, upon surrender of the trust certificates,
deliver to the holders of the certificates shares of stock of Corporation
equivalent in amount to the shares represented by the trust certificates
surrendered.
6. Limitation of Trustees' Liability. The Trustees will use their best
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judgment in voting the stock held by them, but assume no responsibility for the
consequence of any vote cast, or consent given by them in good faith, and in the
absence of gross negligence.
7. Death, Resignation, Incapacity of Trustees. Upon the death,
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resignation, or inability to act of any of the Trustees, the survivors or
survivor may act alone with all rights, powers, and privileges; no Trustee shall
be required to give bond or other security for the faithful performance of his
duties. A Trustee may resign by submitting his resignation in writing to the
Secretary of Corporation. The resignation shall become effective upon the date
of receipt.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto in manner and form sufficient to bind them as of the day and year first
above written.
"Stockholders"
/s/ Xxxxxxxx Xxxxxx
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XXXXXXXX XXXXXX
/s/ Xxxx Xxxxxxxx Xxxxxxxx
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XXXX XXXXXXXX XXXXXXXX
"Trustees"
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
/s/ Xxxxxxxx X. Xxxxxxxx
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XXXXXXXX X. XXXXXXXX
TRUST CERTIFICATE
No. 2 90,000 Shares
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The undersigned, Voting Trustees of the stock of Xxxxxxxx
Equipment & Engineering Company (the "Corporation"), under a Voting
Trust Agreement made the 1st day of February, 1998 (the "Agreement"),
having received certain shares of the common stock of Corporation,
pursuant to the Agreement, and which Agreement the holder of this
Certificate by accepting it, ratifies arid adopts, certify that XXXX
XXXXXXXX XXXXXXXX will be entitled to receive a certificate for 90,000
fully paid shares of Corporation on the expiration of the Agreement
and, in the meantime, shall be entitled to receive payments equal to
any dividends that may be collected by Trustees upon a like number of
shares held by them under the terms of the Agreement.
This Certificate is transferable only on the books of
Trustees, by the registered holder in person or by his authorized
attorney. By accepting this Certificate, the holder consents that
Trustees may treat the registered holder as the true owner for all
purposes, except the delivery of stock certificates, which delivery
shall not be made without surrender of this Certificate.
The shares represented by this Certificate are subject to
restrictions on transferability imposed by State and Federal Securities
laws. In addition, the shares represented by this Certificate are
further subject to certain contractual lockup provisions that affect
the transferability of such shares that have been imposed by Discovery
Capital Group, Inc., the financial consultant to the Corporation.
[N WITNESS WHEREOF, Trustees have caused this Certificate to
be executed in their names and have affixed their hands and seals as
of the date and year first above written.
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
/s/ Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX
TRUST CERTIFICATE
No. 1 90,000 Shares
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The undersigned, Voting Trustees of the stock of Xxxxxxxx
Equipment & Engineering Company (the "Corporation"), under a Voting
Trust Agreement made the 1st day of February, 1998 (the "Agreement"),
having received certain shares of the common stock of Corporation,
pursuant to the Agreement, and which Agreement the holder of this
Certificate by accepting it, ratifies and adopts, certify that XXXXXXXX
XXXXXX will be entitled to receive a certificate for 90,000 fully
paid shares of Corporation on the expiration of the Agreement and, in
the meantime, shall be entitled to receive payments equal to any
dividends that may be collected by Trustees upon a like number of
shares held by them under the terms of the Agreement.
This Certificate is transferable only on the books of
Trustees, by the registered holder in person or by his authorized
attorney. By accepting this Certificate, the holder consents that
Trustees may treat the registered holder as the true owner for all
purposes, except the delivery of stock certificates, which delivery
shall not be made without surrender of this Certificate.
The shares represented by this Certificate are subject to
restrictions on transferability imposed by State and Federal Securities
laws. In addition, the shares represented by this Certificate are
further subject to certain contractual lockup provisions that affect
the transferability of such shares that have been imposed by Discovery
Capital Group, Inc., the financial consultant to the Corporation.
IN WITNESS WHEREOF, Trustees have caused this Certificate to
be executed in their names and have affixed their hands and seals as of
the date and year first above written.
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
/s/ Xxxxxxxx X. Xxxxxxxx
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XXXXXXXX X. XXXXXXXX
