VOTING TRUST AGREEMENT
THIS AGREEMENT is made as of the 24th day of May, 1996, by and among
Xxxx Xxxxx (the "Representative") and the persons listed on Schedule A attached
hereto (the "Escrowed Securityholders"). Capitalized terms used herein shall
have the respective meanings ascribed to them in that certain Securities
Purchase Agreement by and among Paradigm Technology, Inc., NewLogic Corp. and
certain Securityholders of NewLogic Corp., dated April 22, 1996 (the "Purchase
Agreement").
WHEREAS, in order to satisfy the terms and conditions of that certain
Escrow Agreement by and among the Representative, Paradigm Technology, Inc. and
First Trust of California (the "Escrow Agent"), a Voting Trust Agreement by and
among the Representative and the Securityholders is required, the parties hereto
have indicated their willingness to enter into this Agreement upon the terms and
conditions set forth below;
WHEREAS, the parties hereto enter into this Agreement for the
additional purpose of confirming the arrangements for voting the Escrowed Shares
and for distribution of the Escrow Funds upon each Release Date;
IT IS HEREBY AGREED AS FOLLOWS:
1. Agreement to Vote. During the term of this Agreement, to the extent
they are entitled to vote on a particular matter, the Escrowed Securityholders
agree to vote all of the Escrowed Shares of Paradigm's voting securities issued
into escrow, whether beneficially or otherwise (the "Escrowed Shares") pursuant
to the desire of the holders of a majority in interest of the Escrowed Shares.
Xxxx Xxxxx, as Representative, shall have full authority to so vote the Escrowed
Shares and by signing below, each Escrowed Securityholder gives the
Representative full authority to act in his capacity pursuant to the terms of
this Agreement.
2. Allocation of the Escrowed Shares.
a. The Escrowed Shares shall initially be beneficially owned
as set forth on Schedule B hereof.
b. If, during the term of this Agreement, a Claim is made
pursuant to Paragraph 2 of the Escrow Agreement, other than a Claim
based upon the Breach of the covenant contained in Section 6.9 of the
Purchase Agreement, each Escrowed Securityholder's beneficially owned
portion of the Escrowed Shares shall be reduced pro rata by percentage
beneficial ownership of the Escrowed Shares, such that the aggregate
number of Escrowed Shares is reduced by the
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aggregate amount set forth on Annex I to the Escrow Agreement opposite
such Breach.
c. If, during the term of this Agreement, a Claim is made
pursuant to Paragraph 2 of the Escrow Agreement based upon the Breach
of the covenant contained in Section 6.9(a) of the Purchase Agreement,
the breaching Escrowed Securityholder's beneficially owned portion of
the Escrowed Shares shall be reduced by the amount set forth on Annex I
to the Escrow Agreement opposite such Escrowed Securityholder's name
(without affecting any other Escrowed Securityholder's beneficial
ownership interest); provided, however, that in the case of a Breach of
the covenant contained in Section 6.9(a) of the Purchase Agreement by
Xxxxx Xxxxxxxx, then those Escrowed Shares beneficially owned by Xxxxx
and Xxxxxx Xxxxxxxx shall be reduced in number until Xxxxx and Xxxxxx
Xxxxxxxx beneficially own no Escrowed Shares, and if further reduction
is necessary to indemnify Paradigm against such Breach, then the number
of Escrowed Shares beneficially owned by Xxxxx X. Xxxxxxxx, Trustee,
shall be reduced until the aggregate number of shares removed from the
Escrowed Shares is equal to the number of shares set forth opposite
Xxxxx Xxxxxxxx'x name on Annex I to the Escrow Agreement (without
affecting any Escrowed Securityholder's beneficial ownership, other
than Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx or Xxxxx X. Xxxxxxxx).
d. If, during the term of this Agreement, a Claim is made
pursuant to Paragraph 2 of the Escrow Agreement based upon the Breach
of the covenant contained in Section 6.9(b) of the Purchase Agreement,
the number of Escrowed Shares beneficially owned by Xxxx Xxxxx shall be
reduced by 12,000 and the number of Escrowed Shares beneficially owned
by Xxxxx and Xxxxxx Xxxxxxxx shall be reduced by 12,000.
e. If, during the period from the Closing to the First Release
Date (as defined in the Escrow Agreement), no Claim is made pursuant to
Paragraph 2 of the Escrow Agreement, then the number of shares set
forth in the column entitled "Number of Shares to be Released upon
First Release Date" opposite each Escrowed Securityholder's name on
Schedule B hereto shall be released to such Escrowed Securityholder.
If, however, a Claim is made pursuant to Paragraph 2 of the Escrow
Agreement, then the reductions required by the above paragraphs shall
be taken into account prior to the release of any Escrowed Shares to
any Escrowed Securityholder.
f. If, during the period from the Closing to the Termination
Date (as defined in the Escrow Agreement), no Claim is made pursuant to
Paragraph 2 of the Escrow Agreement, then the number of shares set
forth in the column entitled "Number of Shares to be Released upon
Termination Date" opposite each Escrowed Securityholder's
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name on Schedule B hereto shall be released to such Escrowed
Securityholder. If, however, a Claim is made pursuant to Paragraph 2 of
the Escrow Agreement, then the reductions required by the above
paragraphs shall be taken into account prior to the release of any
Escrowed Shares to any Escrowed Securityholder.
3. Successors in Interest of the Escrowed Securityholders. The
provisions of this Agreement shall be binding upon the successors in interest of
the Escrowed Securityholders as to all of the Escrowed Shares. No Escrowed
Securityholder shall transfer the beneficial ownership of any Escrowed Shares
unless and until the person to whom such security is to be transferred shall
have executed a written agreement, satisfactory in form and substance to the
remaining Escrowed Securityholders and the Representative, pursuant to which
such person becomes a party to this Agreement and agrees to be bound by all the
provisions hereof as if such person was an original Escrowed Securityholder
hereunder. Should any Escrowed Securityholder die or be disabled during the
effectiveness of this Agreement, then the personal representative of such
Escrowed Securityholder's estate or the person or persons to whom those shares
beneficially owned by such Escrowed Securityholder are transferred pursuant to
such Escrowed Securityholder's will or in accordance with the laws of descent
and distribution shall be bound by the terms of this Agreement, whether or not
such person shall have executed a counterpart to this Agreement.
4. Termination. This Agreement shall terminate upon the Termination
Date (defined as May ____, 1998 in the Escrow Agreement).
5. Amendments and Waivers. Any term hereof may be amended and the
observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the holders holding a majority in interest of the Escrowed Shares and
the Representative. Any amendment or waiver so effected shall be binding upon
each of the Escrowed Securityholders or their successors or assigns, regardless
of whether any such Escrowed Securityholder actually signed this Agreement.
6. Stock Splits, Stock Dividends, etc. In the event of any stock split,
stock dividend, recapitalization, reorganization, or the like, any securities
issued with respect to the Escrowed Securityholders' Escrowed Shares shall
become Escrowed Shares for purposes of this Agreement.
7. Indemnification. Through the Escrow or otherwise, in consideration
of the Representative's acceptance of this appointment, the other parties
hereto, jointly and severally, agree to indemnify and hold the Representative
harmless as to
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any liability incurred by him to any person, firm or corporation by reason of
his having accepted such appointment or in carrying out the terms hereof and to
reimburse the Representative for all of his reasonable costs and expenses,
including, among other things, counsel fees and expenses, incurred by reason of
any matter as to which an indemnity is paid; provided, however, that no
indemnity need be paid in case of the Representative's gross negligence, willful
misconduct or breach of this Agreement.
8. Other Documents. The Escrowed Securityholders and the Representative
hereby agree to take whatever additional action and execute whatever additional
documents the Representative or the Escrow Agent may deem necessary or advisable
in order to carry out or effect one or more of the obligations or restrictions
imposed on the Escrowed Shares pursuant to the provisions of this Agreement. In
particular, the Representative shall execute three Assignments Separate From
Certificate, as attached hereto as Exhibit Z, have such Assignments Medallion
Guaranteed and deliver such Assignments to the Escrow Agent as soon as
practicable.
9. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
10. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California, without regard to the conflict of
laws provisions thereof.
11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. Successors and Assigns. Except as otherwise expressly provided in
this Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
REPRESENTATIVE ESCROWED SECURITYHOLDER
Xxxx Xxxxx Xxxx Xxxxxxx
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