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EXHIBIT 9.2
FORM OF VOTING TRUST AGREEMENT
THIS AGREEMENT entered into as of the day of , is by and
among , residing at
, ("SHAREHOLDER"), and XXXXX X. XXXXX, residing at ("TRUSTEE")
WHEREAS, the SHAREHOLDER has subscribed and paid the requisite
consideration for four hundred seventy-five thousand shares of the common stock
of Telergy, Inc., (the "CORPORATION"), a New York corporation with offices at
0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000, all of which shares the
parties intend to be subject to this Agreement (the "SHARES").
WHEREAS, the Shares constitute a minority stock interest in the CORPORATION
of approximately sixteen percent; and
WHEREAS, the parties desire to secure the continuity and stability of
policy and management of the CORPORATION; and
WHEREAS, the SHAREHOLDER wishes to convey to the TRUSTEE his rights to
vote the Shares for a period of time; and
WHEREAS, the TRUSTEE has agreed to act as voting trustee of the Shares
NOW THEREFORE, it is agreed as follows:
1. THE TRANSFER OF SHARES TO TRUSTEE
The SHAREHOLDER, simultaneously with the execution of this Agreement,
shall assign and deliver the Shares to the TRUSTEE, to be held subject to the
terms of this Agreement from the date hereof until March 15, 2003 and for such
further periods of time as the SHAREHOLDER and the TRUSTEE may agree ("TERM").
The TRUSTEE shall immediately cause the Shares to be transferred to
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himself, as TRUSTEE, on the books of the Corporation, and shall properly endorse
on all certificates held by him hereunder the following legend:
This certificate is held subject to a certain Voting Trust
Agreement dated February 14, 1997, copies of which
are in the possession of Xxxxx X. Xxxxx, as Trustee, and
filed with the records of the Corporation at its principal
office.
The TRUSTEE shall issue and deliver to the SHAREHOLDER a voting trust
certificate for the Shares, substantially in the form of attached Exhibit A.
2. VOTING
At all meetings of Shareholders of the Corporation and in all
proceedings affecting the Corporation wherein the vote or Written Consent of
Shareholders of the Corporation may be required or authorized by law, the
TRUSTEE shall have the exclusive right to vote the Shares, or give written
consents in lieu of such voting, as he may determine in his sole discretion. The
TRUSTEE agrees to consult periodically with the SHAREHOLDER as to the
SHAREHOLDER'S views on matters affecting the Corporation, provided however, that
the TRUSTEE shall be in no way bound by the SHAREHOLDER'S views. TRUSTEE shall
have full powers of substitution and all powers the undersigned would have to
represent and vote the shares of the Company held of record by the undersigned
for the Term of this Agreement and shall have the power to pledge all powers
conferred on the TRUSTEE herein pursuant to the Proxy and voting pledge
requirements of a certain Note Purchase Agreement between Telergy, Inc. and
Hyperion of New York, Inc.
3. LIABILITY AND POWERS OF TRUSTEE; SUCCESSOR TRUSTEE
The TRUSTEE shall incur no responsibility as shareholder, trustee, or
otherwise, except for his own individual malfeasance, and shall not be liable
for the consequences of any vote cast in good faith by the TRUSTEE, including
but not limited to the election of the TRUSTEE as a director or officer of the
Corporation and the granting of compensation and benefits to directors and
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officers of the Corporation. The TRUSTEE shall serve as trustee without
compensation. The TRUSTEE shall have the right to incur and pay such reasonable
expenses and charges and to employ such professional counsel, as he may deem
necessary and proper in performance of his duties hereunder. Any such charges
and expenses may be charged to the SHAREHOLDER. The TRUSTEE may resign at any
time. In the event of the resignation of the TRUSTEE or the inability of the
TRUSTEE to perform his duties under this Agreement for any reason, Xxxxx X.
Xxxxx is hereby appointed as successor trustee and agrees to serve in such
capacity and to be bound by the terms of this Agreement.
4. DIVIDENDS
The SHAREHOLDER shall be entitled to receive payments from the TRUSTEE
equal to the Cash dividends received by the TRUSTEE on the Shares. If dividends
are declared in voting stock of the Corporation, the TRUSTEE shall retain such
stock, which shall be deemed to have been deposited under the terms of this
Agreement, and shall be included within the definition of "SHARES". The TRUSTEE
shall notify the SHAREHOLDER of the declaration of any such dividends. Stock
dividends declared in stock without voting power shall be assigned immediately
to the SHAREHOLDER by the TRUSTEE.
5. EVENTS OF TERMINATION
All voting rights conferred on the TRUSTEE hereunder shall immediately
be restored to the SHAREHOLDER and this Voting Trust Agreement shall be
terminated upon the occurrence of any of the following events ("EVENTS OF
TERMINATION"):
(a) In the event the Corporation redeems the Shares; or
(b) March 15, 2003.
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6. TERMINATION
Upon the occurrence of an Event of Termination, this Agreement shall
terminate and the TRUSTEE shall assign and deliver the Shares to the
SHAREHOLDER.
7. ASSIGNMENT OF SHARES
Subject to compliance with applicable securities laws, the beneficial
interest of any Shares deposited hereunder may be transferred by a separate
instrument of assignment, which shall refer to the provisions of this Agreement
which shall recite that the provisions of this Agreement continue to be binding
upon such assignee.
8. BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the
SHAREHOLDER, his successors and assigns, and upon the TRUSTEE.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first written above.
SHAREHOLDER:
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TRUSTEE:
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The undersigned acknowledges and
agrees to the provisions of
Section 3 above with respect to his
nomination as a successor trustee.
/s/ Xxxxx Xxxxx
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XXXXX X. XXXXX
