Voting Trust Agreement
This Voting Trust Agreement is made this 24 day of April, 1995, between the
Shareholders of Nashville Music Consultants, Inc. and the parties whose names
are subscribed hereto being shareholders of HCCA, Inc., all of which
Shareholders are called "Subscribers" and Ally Cat Music, Inc., A Tennessee
Corporation, hereinafter called the "Trustee".
With a view towards the continuity of capable and competent management of
HCCA, Inc., and it's subsidiaries, which is in the interest of all stockholders
of the Corporation, the Subscribers hereto are desirous of creating a Trust as
described herein.
For the above reason, and, in consideration of the Agreements herein, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto provide and agree as follows:
1. [TRANSFER TO TRUSTEE]: Subscribers shall forthwith endorse in blank and
assign and deliver to the Trustee the Stock Certificates for 51% of the shares
of Nashville Music Consultants, Inc. owned by HCCA, Inc. and shall do all things
necessary to effect the transfer of the said shares to the Trustee on the books
of the transfer agent for Nashville Music Consultants, Inc.
2. [TRUSTEE TO HOLD SUBJECT AGREEMENT]: The Trustee shall hold the shares of
stock so transferred to him for the common benefit of the Subscribers under the
terms and conditions hereinafter set forth.
3. [NEW CERTIFICATE TO TRUSTEE]: The Trustee shall surrender to the transfer
agent of Nashville Music Consultants, Inc., for cancellation, all Share
Certificates which shall be assigned and delivered to him as hereinbefore
provided and in his stead shall obtain a new Share Certificate issued to him as
Trustee under this Agreement.
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4. [TRUSTEE'S CERTIFICATE]: The Trustee shall issue to each of the Subscribers a
Trust Certificate for the number of shares represented by the certificates of
stock transferred by the Subscriber to the Trustee. Each Trust Certificate shall
state that it is issued pursuant to the terms of this Agreement and shall set
forth the nature and proportional amount of the beneficial interest thereunder
of the person to whom it is issued and registered and shall be assigned in the
same manner as Stock Certificates on the books to be kept by the transfer agent.
5. [LISTS AND RECORDS): The Transfer Agent shall keep a list of the shares of
stock transferred to the Trustee. The Transfer Agent shall also keep a record of
all Trust Certificates issued or transferred on it's books which records shall
contain the names and addresses of the Trust Certificate holders and the number
of shares represented by each such Trust Certificate. This list of Trust
Certificates and the records pertaining thereto shall be open at all reasonable
times for the inspection of the Trust Certificate holders. Upon the transfer, on
the books of the Trustee of any Trust Certificate, the transferee shall succeed
to all of the rights and obligations hereunder of the transferor.
6. [TRUSTEE TO VOTE STOCK]: It shall be the duty of the Trustee to vote all
shares of stock issued to the Trustee as, in the Trustee's best judgment, may be
for the best interests of the shareholders' of Nashville Music Consultants, Inc.
This authority includes, but is not limited to, voting at all meetings of tile
shareholders for the election of Directors and on any other matter or question
which may be brought before any shareholders' meetings on behalf of any
shareholder as if such shareholder were personally present.
7. [DIVIDENDS] The Trustee shall collect and receive all dividends that may
accrue upon the shares of stock subject to this Trust and shall promptly pay
over the proportionate amount due to each Trust Certificate holder in proportion
to the number of shares respectively represented by their Trust Certificate.
[GRAPHIC OMITTED]
8. [TRUSTEE'S INDEMNITY]: The Trustee shall serve without fee and without
expense. The Trustee shall be entitled to be fully indemnified out of the
dividends coming into his hands against all costs, charges, expenses and other
liabilities properly incurred by him in the exercise of any power conferred upon
him by these presents.
9. [DURATION]: The Trust created hereby shall continue for a period of ten (10)
years from the date hereof, and shall be renewable for an additional term of ten
(10) years at the option of the Trustee.
1N WITNESS WHEREOF, the parties hereto have respectively signed this Voting
Trust Agreement on the the 22nd day of April, 1995.
/s/Xxxxxxx Xxxxxxx
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Healthcare Centers of America, Inc. (Buyer)
Xxxxxxx Xxxxxxx, CEO and President
April 22, 1995
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