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EXHIBIT 9
ARMINI VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made this 31st day of November, 1991 by
and between XXXXXXXX XXX XXXXXX of Bedford, Middlesex County, Massachusetts and
XXXXXXX XXXX XXXXXX of Manchester, Essex County, Massachusetts pursuant to a
Marital Agreement between the parties and as a result of the transfer of fifty
(50%) percent of XXXXXXX XXXX XXXXXX'x shares in IMPLANT SCIENCES CORPORATION
(hereinafter "Corporation"), a corporation organized and existing under the Laws
of the Commonwealth of Massachusetts with its principal place of business in
Danvers, Essex County, Massachusetts, to XXXXXXXX XXX XXXXXX; witnesseth that:
Whereas the parties desire for the benefit of the corporation and for
their own benefit to create a Trust in the stock of the corporation to ensure
continuity and harmony of management and efficiency of operation of the
corporation; and
Whereas Xxxxxxx Xxxx Xxxxxx has agreed to accept legal title as Trustee
for the purpose stated and voting control of the shares of stock transferred to
Xxxxxxxx Xxx Xxxxxx;
IT IS NOW THEREFORE AGREED, in consideration of the mutual promises set
forth below, as follows:
1. Xxxxxxxx Xxx Xxxxxx shall immediately transfer and assign to the
Trustee legal title and ownership of the shares of stock she now owns in the
corporation and, to effect such transfer, shall endorse the certificates for
such shares, and execute and deliver such stock shares, and place these and any
such other assurances as the Trustee may reasonably require for this purpose in
the Trustee's hands and the Trustee shall henceforth stand and act in all
respects as the owner of said stock in all dealings with the corporation and
with outside parties.
2. Xxxxxxxx Xxx Xxxxxx shall continue to hold beneficial ownership of
the stock transferred into the Trust, and may freely assign such beneficial
interest without affecting thereby the rights or powers of the Trustee
hereunder, such transferees taking in all respects subject to the terms of this
instrument. The Trustee shall maintain transfer records similar to stock
transfer records of a corporation to reflect all transfers or changes in
beneficial interest in stock held herein, and shall issue over the signature of
a Trustee designated for the purpose a certificate of beneficial interest to
each such stockholder party or successor holder, reflecting the number of shares
as to which beneficial interest is represented by the certificate and owned by
the holder thereof in each case, and referring to this instrument as fixing the
extent and governing terms of the beneficial interest in such shares under the
Trust. The Trustee's beneficial interest ownership and transfer records,
together with a photocopy of a signed counterpart of this instrument or a copy
thereof attested by the signatures of the Trustee, shall be maintained in such
form and place as to be reasonably available for examination by beneficial
interest holders or their representatives designated for the purpose in writing.
3. There shall be endorsed on each stock certificate held by the Trust
the following, signed by Xxxxxxx Xxxx Xxxxxx as Trustee:
"The sale of these shares is subject to terms and conditions
contained in a Voting Trust Agreement dated November 1st, 1991."
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There shall be endorsed on each stock certificate held by the Trustee,
personally, the following, signed by Xxxxxxx Xxxx Xxxxxx, personally.
"The sale of these shares is subject to terms and conditions
contained in Section 4 of a Voting Trust Agreement dated
November 1st, 1991."
4. During the term of this Trust, the Trustee shall exercise all powers
of stockholders of the corporation, including inspection of corporate records,
demanding and receiving dividends, exercising subscription rights, including
preemptive rights, and all other rights and powers whatever accruing to
stockholders of the corporation and exercisable during said term, except that if
the Trustee decides to sell or encumber any shares, the shares sold or
encumbered shall consist of an equal number owned by the Trustee, individually,
and the shares held by the Trust, in order to retain the 50% ratio of ownership
of shares held by the Trust and the Trustee individually in the Corporation.
5. The Trustee shall exercise all options as to receipts of dividends
on cash, in stock or in kind, and shall account for dividends in cash or in
kind, deducting their expenses incurred by him in the administration of this
Trust, including the amounts of any claims or liabilities not chargeable to him
personally by reason of wilful misconduct in the administration of the Trust,
and paying the balance over to the holder of beneficial interest in the shares
held in the Trust, in proportion to their holdings and identified from the Trust
records of beneficial interest holdings and transfers maintained under paragraph
2 hereof.
6. The Trustee hereunder may serve as an officer or as a director of
the corporation, or of any concern which shall succeed to the whole or a
substantial part of the assets or business of said corporation.
7. The Trustee shall serve without compensation and is chargeable as a
fiduciary with acting in all respects for what he determines to be in
furtherance of the purposes of this Trust; but the Trustee shall not be liable
to any person for acts done in good faith, including acts done by proxies
certified in good faith by such Trustee, and liability of the Trustee shall
attach only for individual, wilful misconduct in each case. The Trustee shall
use his best judgment in voting upon the stock held by him, but shall not be
liable for the consequences of any vote cast or consent given by him, in good
faith, and in the absence of gross negligence.
8. If a dispute shall arise over the administration of this Voting
Trust which cannot be resolved within a reasonable time, such dispute shall be
settled by Arbitration in accordance with the Rules of the American Arbitration
Association. The Hearings shall be held in Boston and there shall be three (3)
Arbitrators, one chosen by each party and the third chosen by the two so
appointed. The decision of the three Arbitrators shall be final.
9. This Voting Trust shall continue in effect until such time as
neither of Xxxxxxxx Xxx Xxxxxx and Xxxxxxx Xxxx Xxxxxx shall own more than
twenty-five (25%) percent of the beneficial interest in the stock of the
corporation, until the death of one of them, or until Xxxxxxx Xxxx Xxxxxx shall
cease to serve as Trustee for any reason whatsoever, whichever shall first
occur. At the termination of this Voting Trust, the Trustee shall transfer to
the beneficial owner or to his or her estate or to any successor in interest of
each beneficial owner, all shares held by him as Trustee on behalf of said
beneficial owner or successor in like manner as the said shares were transferred
to the Trustee under Paragraph 1 hereof.
10. This Agreement affects stock in a corporation organized and
operating under the Laws of the Commonwealth of Massachusetts and has been
executed in Massachusetts and is to
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be interpreted and applied in accordance with the Laws of the Commonwealth of
Massachusetts. The validity and effectiveness of the Trust, and of the various
provisions of this Agreement shall not be affected by the invalidity or
unenforceability of any particular term or provision of this Agreement, each
term or provision of which shall be deemed to be entirely separable for this
purpose.
IN WITNESS WHEREOF, the parties hereto set their hands and seals this
1st day of November, 1991.
/s/ Xxxxxxxx Xxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxx Xxxxxx
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EXHIBIT A
CAPITAL STOCK TRUST CERTIFICATE
IMPLANT SCIENCES CORPORATION
No. -15- 155,187 SHARES
This Certifies that Xxxxxxxx Xxx Xxxxxx has deposited 155,187 shares of
the common stock of the above-named Implant Sciences Corporation with the herein
named Trustee.
This Certificate is issued pursuant to the terms of an Agreement
(hereinafter "Voting Trust Agreement") in writing dated the 1st day of November,
1991, by and between Xxxxxxxx Xxx Xxxxxx and Xxxxxxx Xxxx Xxxxxx, Shareholders
of said Corporation, a copy of which Voting Trust Agreement is on file with the
records of the Corporation at its office. This Certificate is not valid unless
signed by the Trustee or his duly authorized agent. The holder of this
Certificate takes the same subject to all the terms and conditions of the
aforesaid Voting Trust Agreement and becomes a party to said Agreement and is
entitled to the benefits thereof; it being expressly stipulated, however that no
voting right passes to the holder or holders hereof by or under the Certificate
or by or under any other agreement, express or implied.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
signed this 1st day of November, 1991.
/s/ Xxxxxxx X. Xxxxxx
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Trustee
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For value received, Xxxxxxx X. Xxxxxx hereby transfers to Xxxxxxxx Xxx
Xxxxxx the beneficial ownership of 155,187 shares of Common Stock of Implant
Sciences Corporation represented by this Voting Trust Certificate and does
hereby irrevocably authorize the transferee to procure the transfer to the
transferee or his/her nominee of beneficial ownership of those shares on the
records of the Trustee holding legal title to those shares.
Dated: 1 November, 1991
/s/ Xxxxxxx X. Xxxxxx
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Signature
In The Presence of:
/s/ illegible signature
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