VOTING TRUST AGREEMENT
This Voting Trust Agreement, made this 31st day of December 1996,between
Xxxxxx X. Xxxxxxx, hereinafter called the "Stockholder",and R H Financial
Services, Inc. hereinafter called the "Trustee".
RECITALS
A. The Stockholder represents that he is the owner of 314,000 shares of
capital Stock of Net Lnnx, Inc., a Pennsylvania corporation, hereinafter called
the "Corporation".
B. In order to provide for the smooth and efficient operation of the
Corporation, to prevent conflicts, and to avoid deadlocks, the Stockholder deem
it to be in the best interests of the Corporation and of all the Stockholders
thereof that this Agreement be executed.
NOW, THEREFORE, in consideration of the foregoing recitals, the Stockholder,
in consideration of the mutual promises contained herein, hereby agree with the
Trustee, ant the Trustee hereby agree with the Stockholder, as follows:
Section One. Transfer of Stock to Trustee.
The Stockholder shall deposit the number of shares of capital stock referred
to above and the certificates therefor, together with sufficient instruments
duly executed for the transfer thereof to the Trustee, and shall receive in
exchange therefor certificates hereinafter provided for. Upon the making of
such deposit, all shares represented by the stock certificates so deposited
shall be transferred on the books of the Corporation to the name of the Trustee,
who is hereby authorized and empowered to cause such transfers to be made, and
also to cause any further transfers to be made that may become necessary, due to
a change in the identity of any Trustee, as hereinafter provided.
Section Two. Trustee's Control Over Stock.
During the period this Agreement remains in force, the Trustee shall possess
legal title to the shares deposited, and shall be entitled to exercise all
rights whatsoever, including the right to vote in person or by proxy, in respect
of any and all deposited shares. However, the holder of a Trust Certificate
issued by the Trustee shall be entitled to receive payments equal to any and all
dividends collected by the Trustee with respect to shares of stock deposited by
him.
Section Three. Voting Trust Certificate.
On deposit by the Stockholder of a certificate or certificates for shares of
stock hereunder, accompanied by instruments of transfer, the Trustee shall
deliver to such Stockholder a Voting Trust Certificate for the same number of
shares of stock as that represented by the certificate or certificates
deposited. Such Voting Trust Certificates shall be in substantially the
following form:
VOTING TRUST CERTIFICATE
NO. 001 314,000 Shares
This certifies that Xxxxxx X. Xxxxxxx has deposited Three Hundred
Fourteen Thousand (314,000) share of the capital stock of Net Lnnx, Inc.
with the undersigned as Trustee under a Voting Trust Agreement dated
December 31, 1996, between holders of capital stock of Net Lnnx, Inc. and
their heirs, assigns and successors, and the undersigned, as Trustee.
This certificate and the interest represented hereby is transferable only
on the books of the Trustee upon presentation and surrender hereof. The
holder of this certificate takes it subject to all the terms and
conditions of the aforesaid Voting Trust Agreement and bocomes a party
to such Agreement and is entitled to the benefits thereof.
Executed by the undersigned Trustee on the ______day of______, 1996.
_______________________________________
R H Financial Services, Inc., Trustee
By: Xxx X. Xxxxx, Xx., President
Section Four. Additional Stock
After this Agreement has taken effect, the Trustee may from time to time
receive any additional fully paid shares of the capital stock of the Corporation
on the same terms and conditions as are set forth in this Agreement and in
respect to such shares so received the Trustee shall issue and deliver
certificates substantially in the form set forth above, entitling the holder to
all the rights above spicified.
Section Five. Dividends
All dividends that may accrue on the stock deposited hereunder shall be
distributed pro rata among the holders of the Voting Trust Certificates,
in the proportion they are entitled thereto.
Section Six. Rights of Trustee
During the period this Agreement remains in effect, the Trustee shall posses
and shall be entitled to exercise, in person or by proxy, all rights and powers
of absolute owners in respect to all the stock of the Corporation deposited with
him, including the right to vote on, to take part in, and consent to, any
corporate or stockholders' actions of any kind whatsoever, and to receive
dividends and distributions of the stock. The Trustee's right to vote shall
include the right to vote for the election of directors and in favor of or in
opposition to any resolution or proposed action of any character whatsoever that
may require the consent of Stockholders.
Section Seven. Election of Directors
For so long as this Agreement may remain in effect, the Trustee hereunder
shall vote the stock deposited hereunder to effect the election of and to
continue in office a Board of Directors consisting of Xxxxxx X. Xxxxx, Xx.,
Xxxxxx X. Xxxxxxx, and any such additional persons as the Trustee shall
designate.
Section Eight. Termination of Voting Trust
On December 31, 1998, unless the Trustee exercises their right, which is
hereby expressly granted to him, to terminate this Agreement at any time prior
to that date, the Trustee shall distribute the stock of the Corporation held by
him to the holders of the Voting Trust Certificates in proportion to their
respective holdings on surrender of their certificates to the Trustee, and
this Agreement shall thereupon terminate.
Setion Nine. Sale or Purchase of Stock or Cerificate by Trustee
Nothing contained herein shall deprive the Trustee of the privilege to be
enjoyed by other depositors of selling or otherwise disposing of Voting Trust
Certificates as they see fit or of purchasing additional certificates or of
purchasing additional stock and selling it.
Section Ten. Compensation of Trustee
The Trustee shall not be entitled to any compensation.
Section Eleven. Resignation fo Trustee
If the Trustee shall resign, be dissolved or liquidated, or otherwise cannot
act, this Trust shall terminate.
Section Twelve. Voting by Trustee
The Trustee shall have full power to vote for the election of Directors of the
Corporation, on all matters that may require the vote of the Stockholders.
If any question arises on which the Trustee desires the opinion of the Voting
Trust Certificate Holders, a meeting may be called by the Trustee. At such
meeting, the owners of majority in interest of the Voting Trust Certificates may
indicate their preference to the Trustee.
Section Thirteen. Trustees' Liability for Negligence
The Trustee shall not be liable for acts or missions in acting on any paper,
document or signature beleived by them to be genuine and to have been signed by
the proper party. They shall not be liable for any error of judgment nor for
any mistake of fact or law, nor for anything which they may do or refrain from
doing in good faith, except , however, that the Trustee shall be liable for his
own willful neglect or malfeasance. The Trustee may consult with legal counsel
and any action under this Agreement taken or suffered in good faith by them in
accordance with the opinion of counsel shall be conclusive on the parties to
this Agreement. The Trustee shall at all times be fully protected and be
subject to no liability in respect thereto.
Section Fourteen. Amendment or Termination of Voting Trust
This Agreement may be amended or terminated at any time prior to the
termination date provided herein, by an instrument in writing duly executed
and witnessed by the owners and holders of the trust certificates representing
100 percent of the shares of stock deposited hereunder.
Setion Fifteen. Acceptance of Trust by Trustee
The Trustee hereby accept this Trust subject to all the terms and conditions
hereof, and agrees that he will exercise his powers and perform his duties as
herein set forth. Nothing contained herein, however, shall be construed to
prevent the Trustee from resigning and discharging himself from the Trust.
Section Sixteen. Dissolution or Liquidation
In the event of the dissolution or liquidation, eitther partial or total, of
the Corporation, the Trustees shall receive the monies, securities, rights or
property to which the Shareholders of the Corporation are entitled, and shall
distribute it among the Voting Trust Certificate Holders in proportion to their
interests, as shown by the books of the Trustee.
Section Seventeen. Endorsement on Stock
Each certificate representing shares held by any of the parties hereto shall
contain a statement or legend that the shares represented by the certificate are
subject to the provisions of a Voting Trust Agreement.
Section Eighteen. Severability
This Agreement shall not be severable in any way, but it is specifically
agreed that if any provision should be held to be invalid, the invalidity shall
not affect the validity of the remainder of this Agreement.
Section Nineteen. Entire Understanding
This Agreement contains the entire understanding of the parties hereto and
supersedes any prior agreement, either oral or written, and any amendment or
modification or termination of this Agreement must be in writing and signed by
all the parties hereto.
Section Twenty. Conflict of Interest
The Trustee, any firm or corporation of which he may be a member, agent or
employee, and any corporation, trust or association of which he may be a
trustee, stockholder, director, officer, agent or employee, may contract with,
or become pecuniarily interested, directly or indirectly, in any matter or
transaction to which the Corporation, or any subsidiary or controlled or
affiliated corporation, may be a party, or in which he may be concerned, as
fully and freely as though the Trustee was not Trustee hereunder. The Trustee,
his employees or agents, may act as directors or officers of the Corporation or
any subsidiary or controlled or affiliated corporation.
Section Twenty-One. Records
The counterpart of the Voting Trust Agreement and the copy of such record so
deposited with the Corporation shall be subject to the same right of examination
by a shareholder of the Corporation, in person or by agent or attorney, as are
the books and records of the Corporation, and such counterpart and such copy of
such record shall be subject to examination by any holder of record of Voting
Trust Certificates either in person or by agent or attorney, at any reasonable
time for any proper purpose.
Section Twenty-Two Construction
This Agreement is intended by the parties to be governed and construed in
accordance with the laws of the State of Florida.
Section Twenty-Three Benefit
This Agreement shall be binding on and inure to the benefit of the heirs,
executors, administrators and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written. Signed in the Presence of:
WITNESS: TRUSTEE:
/s/ Xxxxxxx X. Xxxxxxx XX FINANCIAL SERVICES, INC.
--------------------------------
Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, Xx., President
STOCKHOLDER:
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
VOTING TRUST CERTIFICATE
NO. 001 314,000 Shares
This certifies that Xxxxxx X. Xxxxxxx has deposited Three Hundred
Fourteen Thousand (314,000) share of the capital stock of Net Lnnx, Inc.
with the undersigned as Trustee under a Voting Trust Agreement dated
December 31, 1996, between holders of capital stock of Net Lnnx, Inc. and
their heirs, assigns and successors, and the undersigned, as Trustee.
This certificate and the interest represented hereby is transferable only
on the books of the Trustee upop presentation and surrender hereof. The
holder of this certificate takes it subject to all the terms and
conditions of the aforesaid Voting Trust Agreement and bocomes a party
to such Agreement and is entitled to the benefits thereof.
Executed by the undersigned Trustee on the 31 day of December, 1996.
/s/ Xxxxxx X. Xxxxx, Xx.
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R H Financial Services, Inc., Trustee
By: Xxx X. Xxxxx, Xx., President
