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EXHIBIT 9.1
VOTING TRUST AGREEMENT
The Voting Trust Agreement (this "Agreement") is made on December 4,
1997, between the following stockholders of SanTi Group, Inc., ("SanTi"), a
corporation organized under the laws of the State of Delaware, and having its
principal office in Smyrna, State of Georgia, Xxxxxxx X. Xxxx, Xxxxx Xxxx, and
The Cash Family Limited Partnership, a Georgia limited partnership, herein
collectively called the "Stockholders", and Xxxxxxx X. Xxxx, herein called the
"Trustee".
RECITALS
A. The Stockholders believe it to be essential for the success of SanTi and for
the best interests of all the stockholders thereof that SanTi shall be managed
and directed during the next ten (10) years of its existence under a definite
and fixed policy to secure a union of all the interests in order to develop
properly the business opportunities of SanTi.
B. Each of the stockholders represents that he is the owner of the number of
shares of capital stock of SanTi set opposite his name on the signature page
(collectively, the "Shares").
C. The Stockholders believe this Agreement, through the Trustee, will provide
continuity of management and policy for SanTi and believe this Agreement was not
created for an unlawful purpose.
D. The Stockholders believe that their object can thus be accomplished by acting
together jointly and severally in a manner hereinafter set forth, the agreement
of each constituting one of the considerations for the agreement of the others,
and in particular by giving to the Trustee as their agent and attorney in fact
an irrevocable right to vote the shares upon the terms and conditions
hereinafter set forth.
E. The Stockholders have requested the Trustee to take and hold for the period
hereinafter stated the legal title to the Shares, the same to be held by him
upon an active trust, and to act under the terms of this Agreement, and the
Trustee has agreed to do so.
F. The Shareholders have executed a Shareholders' Agreement in conjunction with
the executing the Agreement herein.
For the reasons recited above, the Stockholders in consideration of
their mutual promises do agree to and with each other and with the Trustee and
the Trustee does agree with the Stockholders, as follows:
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SECTION ONE
TRANSFER OF STOCK TO TRUSTEE
Each Stockholder holding a portion of the Shares, to the number of
which is set opposite his, her, or its name hereunto subscribed, respectively,
shall deposit the same and the stock certificates therefor, with sufficient
transfers thereof, in favor of the Trustee, with the Trustee, and receive in
exchange therefor voting trust certificates hereinafter referred to. Upon the
making of such deposit, all Shares represented by the stock certificates so
deposited shall be transferred upon the books of SanTi, to the name of the
Trustee, who is hereby fully authorized and empowered to cause such transfers to
be made, and also to cause any further transfers of the Shares to be made which
may become necessary due to the occurrence of any change of the persons holding
the office of trustee as hereinafter provided.
SECTION TWO
TRUSTEE'S CONTROL OVER STOCK
During the period this Agreement shall be in force, the Trustee shall
possess the legal title to Shares and be entitled to exercise all rights of
every name and nature, including, but not limited to, the right to vote in
person or by proxy in respect to any and all such Shares; it being understood,
however, that the holders of the voting trust certificates to be issued by the
Trustee, pursuant to Section Three hereof, shall be entitled to receive payments
equal to the dividends, if any, collected by the Trustee upon the Shares
standing in their respective names.
SECTION THREE
VOTING TRUST CERTIFICATE
The Trustee does hereby promise and agree with the Stockholders and
with every holder of voting trust certificates issued that from, time to time
upon request, he will cause to be issued to the several Stockholders in respect
of all Stock deposited by them, voting trust certificates (the "Trust
Certificate") in an aggregate amount equal to the amount of all Stock so
deposited, and which Voting Trust Certificates shall be in substantially the
following form:
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VOTING TRUST CERTIFICATE
RESOURCE RECOVERY TRANSFER & TRANSPORTATION, INC.
NO._________ __________SHARES
This certifies that _________________________ has deposited ___________
shares of the voting capital stock of the above-named corporation of the par
value of __________ Dollars ($_______) each with the Trustee under an agreement
between Xxxxxxx X. Xxxx, Trustee, and certain stockholders of the corporation,
which agreement was entered into on ____________, 1997. This certificate and the
interest represented thereby is transferable only on the books of the Trustee
upon the presentation and surrender thereof. The holder of this certificate
takes it subject to all the terms and conditions of the aforesaid agreement
between the Trustee and certain stockholders of the corporation, and becomes a
party to the agreement, and is entitled to the benefits thereof.
This certificate is transferable only with the written consent of the
Trustee and then only on the books of the Trustee by the registered holders
hereof in person or by an attorney duly authorized. Until so transferred, the
Trustee may treat the registered holder as owner hereof for all purposes
whatsoever.
In Witness Whereof, the Trustee has caused this certificate to be
signed on _________, 1997.
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(Signature of Trustee)
SECTION FOUR
ADDITIONAL STOCK
From time to time after this Agreement shall have taken effect, the
Trustee may receive additional full paid shares of the capital stock of SanTi
upon the terms and the conditions of this Agreement, and in respect of all such
shares so received, the Trustee will issue and deliver Voting Trust Certificates
similar to those above-mentioned, entitling the holder to all the rights above
specified. The term "Shares" as herein used, shall apply to any and all such
additional shares received by the Trustee as well as the original Shares
deposited with the Trustee hereunder.
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SECTION FIVE
DIVIDENDS
All dividends that may accrue upon the Shares shall be distributed pro
rata among the holders of the Voting Trust certificates in the proportion in
which they shall severally be entitled in accordance with this Agreement.
SECTION SIX
TERMINATION OF AGREEMENT
In case of a failure to sell the Shares ten (10) years from the date of
the Agreement, the Shares shall be delivered by the Trustee to the holders of
the Voting Trust Certificates in the proportion of their respective holdings,
upon the surrender of the Certificates to the Trustee, and this Agreement shall
be terminated. This Agreement may also be terminated by written consent of all
the parties to this Agreement.
SECTION SEVEN
TRUSTEE INDEMNIFICATION
The Trustee shall not be entitled to any compensation for his services
as such Trustee, however, the Trustee shall be indemnified against and saved
harmless from the holders of Voting Trust Certificates, all liabilities properly
incurred in the exercise of any power conferred upon him by this Agreement and
the applicable law.
SECTION EIGHT
TRUSTEE'S DEATH OR DISABILITY
In the case of the Trustee's death, this Agreement shall terminate
ninety (90) days after the Trustee's death. In the event of the Trustee's
disability, the vacancy so occurring shall be filled by the appointment of a
successor(s) and said successor(s) shall be filled by the members of the Board
of Directors of SanTi at the time of the Trustee's vacancy(s). The term
"Trustee" as herein used, shall apply to the successor trustees as well as the
original trustee. All acts and instruments shall be done and executed which
shall be necessarily or reasonably requested for the purpose of effecting such
succession and of making the successor trustee as upon such appointment the
owner of record of the Shares deposited with the Trustee under this Agreement.
The term "disabled" as herein used, shall mean a condition resulting from injury
or illness to the Trustee, while he is acting as the Trustee, which absolutely
prevents him from exercising his duties for one hundred eighty (180) consecutive
days.
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SECTION NINE
TRUSTEE'S VOTING RIGHTS
All questions arising between the trustees, if there are, at any time,
more than one trustee, shall from time to time be determined by decision of the
greater number of those then acting as trustee either at a meeting or by
writing, with or without meeting, and in like manner they may establish their
rules of action, the decision or act or the majority of the trustees shall for
the exercise of the voting power and for all purposes of the Agreement, be
deemed the decision or act of all the trustees.
SECTION TEN
VOTING TRUST CERTIFICATE HOLDERS SURRENDERING
STOCKHOLDERS; RIGHT TO TRUSTEE
It is expressly understood and agreed that the holders of Trust
Certificates shall not have any right by or under the Trust Certificates, or
under this Agreement, or any agreement expressed or implied, or otherwise, with
respect to any shares held by the Trustee, to vote such Shares, or to take part
in, or consent to, any stockholders' action of SanTi, or to do or perform any
other act or thing which Stockholders of SanTi are now or may hereafter become
entitled to do or perform.
SECTION ELEVEN
NOTICE TO CERTIFICATE HOLDERS
Any notice to be given to the holders of Trust Certificates hereunder
shall be sufficiently given if mailed to such of the registered holders of Trust
Certificates at the addresses furnished respectively by such holders to the
Trustee or his agent.
SECTION TWELVE
ADOPTION OF RULES
The Trustee may adopt his own rules of procedure regarding all matters,
including but not limited to, the exercise of the voting power conveyed upon the
trustee pursuant to this Agreement.
SECTION THIRTEEN
TRUSTEE ACTING AS DIRECTOR OR OFFICER
The Trustee may act as a director or an officer of SanTi or of any
corporation affiliated with SanTi and may vote for himself as such and may be
interested in the stock of, or otherwise
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interested in, or any affiliated corporation and may be the holder of, or
interested in, SanTi Trust Certificates issued hereunder.
SECTION FOURTEEN
TRUSTEE'S DEALING WITH CORPORATION
The Trustee shall not be disqualified by his office from dealing or
contracting with SanTi, either as vendor, purchaser, or otherwise, nor shall any
transaction or contract of SanTi be void or voidable by reason of the fact that
the Trustee or any firm of which the Trustee is a member, is in any way
interested in such transaction or contract; nor shall the Trustee be liable to
account to SanTi or to any stockholder thereof for any profits realized by,
from, or through any such transaction or contract by reason of the fact that he,
or any firm of which he is a member or any corporation of which he is a
stockholder or director, was interested in such transaction or contract.
SECTION FIFTEEN
AMENDMENT OF VOTING TRUST
This Agreement may be amended at any time by an instrument in writing
duly executed and acknowledged by all their owners and holders of the Voting
Trust Certificates.
SECTION SIXTEEN
SUCCESSOR TRUSTEE'S RIGHTS AND DUTIES
Every successor trustee shall from the time of appointment be deemed a
trustee and shall have all the estate, title, rights, and powers of a
predecessor, trustee, and all acts and instruments shall be done or executed as
shall be necessary for the purpose of effecting such succession and of making
the successor trustee the owner of record of the Shares previously delivered to
the predecessor trustee.
SECTION SEVENTEEN
LOST TRUST CERTIFICATES
In case any Voting Trust Certificate issued under this Agreement should
become mutilated, destroyed, stolen or lost, the Trustee, in his discretion, may
authorize the issue of a new Voting Trust Certificate, and thereupon the agent
of the Trustee shall issue a new Voting Trust Certificate in substitution
therefore for a correct number of Shares and bearing a like serial number. The
applicant for such substituted Voting Trust Certificate shall furnish to the
Trustee and to his agent evidence to their satisfaction, respectively, of the
mutilation, destruction, theft,
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or loss of such Voting Trust Certificate together with such indemnity of the
Trustee and/or his agent respectively, as, in their discretion, they may
require.
SECTION EIGHTEEN
EXECUTION OF VOTING TRUST AGREEMENT
This Agreement shall bind and benefit the executors, administrators,
assigns, and successors of the respective parties hereto and may be
simultaneously executed in any number of counterparts, each of which, when so
executed, shall be deemed to be an original, and in such counterparts together
shall constitute one instrument. An original of this Agreement shall be place
with the agent of the Trustee, and a duplicate thereof shall be filed with SanTi
in its principle office in the State of Georgia.
SECTION NINETEEN
TRUSTEE'S LIABILITY
In voting the Shares stock held by her/him, the Trustee will express
his/her best judgment from time to time to select suitable directors to the end
that the affairs of SanTi shall be properly managed and in voting on other
matters which may come before him/her at any stockholders' meeting, will
exercise like judgment; but it is understood that the Trustee shall not incur
any responsibility by reason of any error or law or of any matter or thing done
or admitted under this Agreement except for his/her own fraudulent misconduct.
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IN WITNESS WHEREOF, THE SEVERAL PARTIES HERETO HAVE HEREUNTO
SET THEIR HANDS, AND THE TRUSTEE HAS HEREUNTO SET HIS HAND IN TOKEN
OF HIS ACCEPTANCE OF THE TRUST HEREBY CREATED.
Hand Stockholders' Residence Number of Shares
/s/Xxxxxxx X. Xxxx 1,309,685
------------------------------------ ------------------------- ----------
Xxxxxxx X. Xxxx 0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
/s/Xxxxx Xxxx 3,315
------------------------------------ ------------------------- ----------
Xxxxx Xxxx 0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
The Cash Family Limited Partnership
By Its General Partner
CASH Resources, Inc.
By: /s/Xxxxxx Xxxxxxx 1,287,000
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Xxxxxx X. Xxxxxxx, 0000 Xxxxxxx Xxxx
Authorized Agent Xxxxxx, Xxxxxxx 00000
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