EXHIBIT 9
VOTING TRUST AGREEMENT
This Agreement, made in San Diego, California, on August 29,
1996, between the Holders of Tollycraft Yacht Corporation, a
Minnesota corporation, who shall become parties to this Agreement
by signing the same (the "Subscribers"), and Xxxxx Xxxxx, located
at San Diego, California (the "Voting Trustee"):
WHEREAS, each Subscriber represents that he is the owner of
the number of shares of stock set opposite his signature in
Tollycraft Yacht Corporation ("Tollycraft Yacht"); and
WHEREAS, the Subscribers deem it to be greatly to the
interests of Tollycraft Yacht and of all the stockholders therein,
that this Agreement should be made:
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1 Each Subscriber agrees to deposit with the Voting Trustee, or
his agent, the certificate or certificates for his shares,
together with a proper and sufficient instrument, duly executed,
for the transfer thereof to the Voting Trustee, and with all
necessary transfer tax stamps affixed.
2. (a) Upon deposit, the Voting Trustee shall deliver, or
cause to be delivered, to such
Subscriber, or upon his order, their voting trust
certificate or certificates, for the same number of shares
of common stock (as the case may be) of Tollycraft Yacht,
as is represented by the certificate or certificates so
deposited, which voting trust certificates shall be in
substantially in the form as in Exhibit A attached hereto
and made a part hereof.
(b) The voting trust certificate shall be transferred as
provided, and not otherwise, and transfer so made of any such
certificate shall vest in the transferee all rights and
interests of the transferor in and under such certificate; and,
upon such transfer, the Voting Trustee will deliver, or cause to
be delivered, a voting trust certificate or certificates to the
transferee for the same number of shares and of the same class
as the voting trust certificate so transferred. Until such
transfer, the Voting Trustee may treat the registered Holder of
the voting trust certificate as owner for all purposes
whatsoever.
3. Shares of stock of Tollycraft Yacht, certificates for which
shall be deposited with the Voting Trustee, shall be vested in
the Voting Trustee and shall be transferred to the name of the
Voting Trustee upon the books of Tollycraft Yacht, and until
after the actual delivery of certificates for stock to the
Holders of the Voting Trust Certificates in accordance with this
Agreement, the Voting Trustee shall, as to all stock so held by
Mm, possess and be entitled to exercise all stockholders' rights
of every kind, including the right to vote and to take part in,
or consent to, any corporate or stockholders' action, and to
receive dividends on stock; and the Holders of Voting Trust
Certificate shall not have any right, with respect to any such
stock held by the Voting Trustee, to vote, or take part in or
consent to, any corporate or stockholders' action of Tollycraft
Yacht.
4. The Holder of each Voting Trust Certificate shall be entitled,
until distribution of stock in Tollycraft Yacht, to receive,
from time to time, payments equal to the dividends, if any,
collected by the Voting Trustee upon the like number of shares
of common stock of Tollycraft Yacht, as is specified in such
Voting Trust Certificate.
5. Only after both of the Agreements, One-Year Performance
Agreement with respect to Tollycraft Yacht Corporation and
Two-Year Option Agreement with respect to Tollycraft Yacht
Corporation have terminated, or on such earlier date as the
Voting Trustee, shall, in his discretion, determine, the
Voting Trustee shall distribute the stock of Tollycraft yacht
to the Holders of the Voting Trust Certificates upon
presentation and surrender, on or after that date, of Voting
Trust Certificates, accompanied by properly executed transfers
thereof to the Voting Trustee, delivering certificates of
stock of the Tollycraft Yacht for the shares specified in the
Voting Trust Certificates surrendered.
6 . The Voting Trustee may, in all matters act by writing with or
without meeting, and the decision or act of the Voting Trustee
shall, in all matters, including the exercise of the voting
power, be deemed authorized.
7. (a) The Voting Trustee may, at any time, resign, by delivering
to the Subscribers his
resignation in writing; and, in every case of death,
resignation or vacancy, this Voting Trust shall
terminate.
(b) No Voting Trustee shall be liable for any error of judgment
or mistake of law, or other mistake, or for anything, save
only his own willful misconduct or gross negligence.
8 (a) In voting upon the shares of stock, or doing any
act with respect to the control or
management of the Tollycraft Yacht, or its affairs, as
Holders of the stock deposited hereunder, the Voting
Trustee shall exercise their best judgment in the
interests of the Tollycraft Yacht, and to the end that
its affairs shall be properly managed.
(b) The Voting Trustee may vote said stock in person or by
such person or persons as they shall select as their proxy.
9 . Any holder of any stock of said Tollycraft Yacht may, at any
time, become a subscriber hereto with respect to any such
stock, by subscribing this Agreement and depositing the
certificates of his stock as aforesaid, accompanied by duly
executed transfer as above provided, and shall thereupon and
thereafter be deemed and be a subscriber hereunder.
10. This Agreement may be executed in several parts of like form,
each of which, when executed, shall be deemed to be an
original and such parts shall together constitute one and the
same instrument.
11. California shall apply to this Agreement with the venue in
San Diego County.
Date: October 14, 0000, Xxx Xxxxx, Xxxxxxxxxx
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, Voting Trustee
