Exhibit 9.1
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (this "Agreement") is made and entered into
as of January 30, 2004 by and among Global Energy Group, Inc., a Delaware
corporation (the "Corporation"); Global Energy Acquisition Group, L.L.C.
("GEAG"), an Oklahoma limited liability company; Quest Capital Alliance, L.L.C.
("Quest"), a Missouri limited liability company; Xxxxxx X. Xxxxx ("Xxxxx"), an
individual with a principal residence in Springfield, Missouri; Xxxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx"), an individual with a principal residence in
Pittsburgh, Pennsylvania; and Xxxxx X. Xxxxxx ("Xxxxxx"), an individual with a
principal residence in Pittsburgh, Pennsylvania (Quest, Xxxxx, Xxxxxxxxxx and
Xxxxxx, together with their successors-in-interest, being the "Stockholders");
and GEAG, as trustee (together with any successor-in-interest, the "Trustee").
WITNESSETH:
WHEREAS, each Stockholder owns shares of one or more series of the
Corporation's 6% Redeemable Preferred Stock, Series A (the "Preferred Stock");
WHEREAS, each Stockholder wishes to delegate and assign to the Trustee
all its voting rights with respect to the Preferred Stock by depositing all
certificates representing shares of Preferred Stock now or hereafter owned by
such Stockholder (with respect to each Stockholder, the "Shares") in a voting
trust and by designating the Trustee as trustee thereof; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto adopt the Voting
Trust Agreement and agree as follows:
ARTICLE I
DEFINITIONS
1.1 CERTAIN DEFINED TERMS.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in, or in documents referred to in,
the Corporation's Certificate of Incorporation as amended to date (including by
the Certificate of Designation applicable to the Preferred Stock (the
"Certificate of Designation")).
ARTICLE II
VOTING TRUST
2.1 CREATION OF VOTING TRUST.
Subject to the terms and conditions of this Agreement, a voting trust
(the "Voting Trust") is hereby created and established in accordance with
Section 218 of the Delaware General Corporation Law. The Trustee accepts the
trust created by this Agreement and agrees to its appointment as Trustee (with
all attendant rights and duties hereunder). Upon the execution of this Agreement
by all the parties hereto, the Trustee shall file an executed counterpart of
this
Agreement (and of every supplemental or amendatory agreement) at the
Corporation's principal office and at the Corporation's registered office in the
State of Delaware. The copy of this Agreement so filed shall be open to
inspection at any reasonable time by any stockholder of the Corporation, the
holder of any Voting Trust Certificate(s) (as defined in Section 2.2(c)) or any
holder of a beneficial interest in the Voting Trust, in person or by agent or
attorney, as provided in Section 218 of the Delaware General Corporation Law.
The Trustee shall also maintain, or cause to be maintained, such other records
and books as are necessary or appropriate to enable the Trustee to carry out the
terms and provisions of this Agreement.
2.2 DEPOSIT OF SHARES; VOTING TRUST CERTIFICATES.
(a) Upon execution and delivery of this Agreement by the parties
hereto, each of the Stockholders shall deposit with the Trustee certificates
representing such Stockholder's Shares. Each Stockholder shall deposit
additional shares of Preferred Stock ("Additional Shares") with the Trustee from
time-to-time as necessary to ensure that each such Stockholder shall at all
times comply with this Agreement. Such Additional Shares shall become subject to
all of the terms and conditions of this Agreement to the same extent as if such
Additional Shares were originally deposited as Shares hereunder. The Trustee
shall issue Voting Trust Certificates in respect of such Additional Shares to
the Stockholders as soon as practicable after the Trustee's receipt of such
Additional Shares. Each such deposit shall be accompanied by stock powers duly
executed in blank or such other instrument as may be reasonably requested by the
Trustee to enable the Trustee to transfer the Shares to the Trustee's name. Upon
each such deposit, the Shares shall be surrendered by the Trustee to the
Corporation or its transfer agent and cancelled and new certificates
representing the Shares shall be issued to and in the name of the Trustee, as
Trustee of the Voting Trust. Except as hereinafter provided, such Share
certificates shall at all times be and remain in the possession, and under the
control, of the Trustee.
(b) Each new certificate for Shares issued to the Trustee shall
bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO
AND ARE SUBJECT TO THE TERMS OF A CERTAIN VOTING TRUST AGREEMENT, DATED
JANUARY 30, 2004, AMONG GLOBAL ENERGY GROUP, INC. (THE "ISSUER"), THE
TRUSTEE OF THE VOTING TRUST AND THE BENEFICIAL OWNER OF THESE
SECURITIES. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS OF THE VOTING TRUST AGREEMENT, A COPY OF
WHICH IS ON FILE AT THE ISSUER'S REGISTERED OFFICE IN THE STATE OF
DELAWARE.
A like notation shall be made in the Corporation's stock transfer records with
respect to such Shares.
(c) Upon receipt of the new certificate representing the Shares,
the Trustee shall deliver to Stockholders one or more voting trust certificates
therefor, each substantially in the form of Exhibit A hereto (each, a "Voting
Trust Certificate"). Each Voting Trust Certificate shall specify the series or
class, and number of Shares in respect of which it is issued, and shall be dated
the date of its issuance and shall be signed manually by a representative of the
Trustee.
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(d) The Trustee shall retain and hold the certificates
representing the Shares only in accordance with, and subject to the terms and
conditions set forth in, this Agreement. The Trustee shall have no authority to,
and shall not sell, transfer, assign, pledge or otherwise dispose of or encumber
the Shares, except to the extent otherwise specifically required by this
Agreement. All Shares and all cash, securities or other property distributed in
respect of the Shares that are held by Trustee shall be held in trust for the
benefit of the Stockholders and no creditors of the Trustee shall have any right
to or claim against any of the assets of the Voting Trust.
2.3 TRANSFER OR EXCHANGE OF VOTING TRUST CERTIFICATES.
(a) The Trustee will maintain an office or agency in the Dallas,
Texas area at which Voting Trust Certificates may be presented or surrendered
for registration of transfer or for exchange (the "Registrar"). The Registrar
shall keep a register of the Voting Trust Certificates and of their transfer and
exchange. The Trustee may appoint any person to act as Registrar on its behalf,
but in the absence of an effective appointment, the Trustee shall act as
Registrar hereunder. The Trustee initially appoints the Corporation to act as
Registrar to act until such time as the Trustee may determine and the
Corporation hereby accepts such appointment.
(b) When Voting Trust Certificates are presented to the Registrar
with a request to register the transfer of such Voting Trust Certificates, or to
exchange them for Voting Trust Certificates of different denominations which in
the aggregate represent the Shares for which such Voting Trust Certificates are
being exchanged, in each case, as accompanied by a duly executed instrument of
assignment or exchange (an "Assignment"), in form and substance reasonably
acceptable to the Registrar and the Trustee, then the Registrar shall register
the transfer or make the exchange as requested; provided, that the Registrar
shall require, as a condition to registering a transfer of Voting Trust
Certificates, that the transferee execute and deliver to the Trustee a written
agreement (a "Joinder"), in form and substance reasonably acceptable to the
Registrar and the Trustee, to be bound by the terms of this Agreement as a
Stockholder hereunder.
2.4 REGISTRATION OF HOLDERS.
The Trustee may treat the registered holder of a Voting Trust
Certificate as the owner thereof for all purposes. Every transferee of a Voting
Trust Certificate hereunder shall be required to become a party to this
Agreement, with the same force and effect as if such transferee had signed this
Agreement, and such transferee shall for all purposes be considered a
Stockholder hereunder.
2.5 REPLACEMENT OF VOTING TRUST CERTIFICATE.
Upon receipt of evidence reasonably satisfactory to the Trustee (such
as an affidavit of the registered holder) of the ownership and the loss, theft,
destruction or mutilation of a Voting Trust Certificate, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Trustee (provided that if the registered holder is a
financial institution or other institutional investor, its own agreement will be
satisfactory), or, in the case of any such mutilation, upon surrender of such
certificate, the Trustee shall (at the registered
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holder's expense) execute and deliver in lieu of such certificate a new Voting
Trust Certificate of like kind representing the number of Shares represented by
such lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate.
ARTICLE III
THE TRUSTEE
3.1 VOTING OF SHARES.
(a) During the term of this Agreement and for so long as the
Trustee shall hold the Shares pursuant to this Agreement, the Trustee shall
possess and in his, her or its sole discretion shall be entitled to and have,
the duty to exercise, in person or by his nominees or proxies, all of the
Stockholders' voting rights and voting powers in respect of the Shares, and to
take part in or consent to any corporate or stockholders' action of any kind
whatsoever, including the right to vote the Shares for the election of directors
of the Corporation and on all matters upon which the holders of Shares are
entitled to vote (subject to any directions or limitations imposed by law, the
Certificate of Incorporation, the Bylaws, or this Agreement).
(b) Except as provided in paragraphs (ii), (iii) and (iv)
below, the Trustee shall at all times cast all votes with respect to all Shares
as directed by GEAG.
(i) With respect to each Stockholder's Shares and with
respect to each matter listed or described below, the Trustee shall at
all times cast all votes and grant or decline to grant any consent as
directed by such Stockholder:
(A) Any matter referred to in or subject to Section
3(b) of the Certificate of Designation.
(B) Any amendment to or modification of the
Certificate of Designation.
(C) Any waiver, release, settlement or satisfaction
of any matter referred to in Section 4 of the Certificate of
Designation, any right of the Stockholders under the
Certificate of Designation, or any obligation of the
Corporation under the Certificate of Designation.
(ii) The Trustee shall have no right, power or authority
to agree, or decline to agree, to any redemption of any Shares or any
deferral of any otherwise required redemption of any Shares, which
right, power and authority shall be reserved to and vested in the
Stockholders, subject to the terms of this Agreement, the Certificate
of Incorporation, the Bylaws, any other agreement to which any Shares
or the Stockholder owning same may be subject, and applicable law.
(iii) The Trustee shall have no right, power or authority
to grant, bargain, pledge, hypothecate, sell, or otherwise transfer or
dispose of any right, title or interest in, to or under any Shares
subject to this Agreement, which right, power and authority shall be
reserved to and vested in the Stockholders, subject to the terms of
this Agreement, the
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Certificate of Incorporation, the Bylaws, any other agreement to which
any Shares or the Stockholder owning same may be subject, and
applicable law.
(c) Subject to Sections 3.1(b)(ii), (iii) and (iv), if, at any
time or for any reason, any Stockholder has the power to direct the voting of
any Shares, whether because such Shares then are not covered by or subject to
this Agreement or otherwise, then such Stockholder shall cause and direct that
such Shares be voted as directed by GEAG.
(d) The Corporation shall recognize and effectuate the purposes of
this Agreement in the tabulation of all shareholder votes.
3.2 DIVIDENDS AND DISTRIBUTIONS.
(a) Subject to Section 3.2(b) below, the Stockholders shall be
entitled to receive dividends or distributions of money, securities, or other
property, if any, collected or received by the Trustee with respect to the
Shares represented by the Voting Trust Certificates. Any such payments received
by the Trustee shall be held in trust for the benefit of the Stockholders and
shall be paid over to the Stockholders by the Trustee promptly upon the
Trustee's receipt of such dividends or distributions. In lieu of receiving
dividends or distributions and paying them to the Stockholders, the Trustee may
instruct the Corporation in writing to pay the dividends or distributions (other
than dividends consisting of capital stock) directly to the Stockholders. In the
event any such instruction is given to the Corporation, all liability of the
Trustee with regard to the payment of such dividends or distributions shall
cease, unless and until such instruction is revoked.
(b) Notwithstanding Section 3.2(a) above, in the event that the
Trustee receives any additional shares of capital stock through a dividend or
other distribution with respect to any Shares, the Trustee shall hold such
capital stock subject to this Agreement for the benefit of the Stockholders and
such capital stock shall become subject to all of the terms and conditions of
this Agreement to the same extent as if it were originally deposited as Shares
hereunder. The Trustee shall issue Voting Trust Certificates in respect of such
capital stock to the Stockholders as soon as practicable after the Trustee's
receipt of such capital stock.
3.3 EXPENSES; EXCULPATION, ETC.
The Trustee shall serve without compensation for his services as
Trustee hereunder. The Trustee is expressly authorized to incur and pay and be
promptly reimbursed by the Corporation for all reasonable charges and other
expenses necessary and proper for the performance of the Trustee's duties under
this Agreement. Nothing contained herein shall disqualify the Trustee from
engaging in any transaction with the Corporation or any of its Subsidiaries, if
any, or otherwise serving the Corporation or any of its Subsidiaries, if any, in
any other capacity, and in such capacity receiving compensation. The Trustee
need only perform such duties as are specifically set forth in this Agreement
and no covenants or obligations shall be implied in this Agreement that are
adverse to the Trustee. The Trustee shall not be liable for its action or
failure to act hereunder, unless such action or failure to act constitutes gross
negligence or willful misconduct on its part. The Trustee shall not be required
to give any bond or other security for the discharge of its duties under this
Agreement. The Trustee shall be indemnified and held
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harmless jointly and severally by each other party hereto from and against any
and all expenses, including attorneys' fees and disbursements, and losses
suffered by the Trustee in connection with any action, suit or other proceeding
involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Agreement, the
actions of the Trustee hereunder, or the securities or other property held by it
hereunder, except for matters resulting from the Trustee's own gross negligence
or willful misconduct.
ARTICLE IV
TERM OF VOTING TRUST; RELEASE OF SECURITIES
4.1 TERM OF VOTING TRUST.
(a) The Voting Trust created by this Agreement shall commence upon
the execution of this Agreement by the parties hereto and shall continue until
terminated in accordance with paragraph 4.1(b) below.
(b) This Agreement and the Voting Trust created hereby shall
terminate upon the occurrence of any of the following events (each, a "Trust
Termination Event"):
(i) the Stockholders and the Trustee agree to terminate
this Agreement and the Voting Trust created hereby; or
(ii) there cease to be any Shares subject to this
Agreement.
(c) Upon the termination of this Agreement pursuant to paragraph
4.1(b) above, and the surrender by the Stockholders to the Trustee of the Voting
Trust Certificates issued by the Trustee in respect of the Shares, the Trustee
shall surrender the certificates representing the Shares to the Corporation
properly endorsed for transfer to the Stockholders, shall take all other actions
appropriate to effectuate the transfer of the Shares to the Stockholders and
shall distribute all other property held in trust for the Stockholders.
4.2 RELEASE OF SECURITIES FOR SALE.
If at any time a Stockholder desires to effect a sale of Shares subject
to this Agreement, and provided that such sale is then permitted under
applicable law and would not violate any agreement or instrument to the
contrary, such Stockholder shall give notice to the Trustee of such sale not
more than thirty (30) nor less than ten (10) days prior to the proposed date of
sale, specifying the intended method of distribution and the number of shares to
be sold, and shall surrender to the Trustee the Voting Trust Certificates issued
by the Trustee in respect of the Shares proposed to be sold. Upon receipt of
such notice and the related Voting Trust Certificates, the Trustee shall deliver
the certificates representing the Shares to be sold, endorsed in blank, to the
Corporation or its transfer agent for registration of transfer to the purchaser
(or its intermediary) in such sale. If less than all the Shares represented by a
particular certificate are being sold in such sale, the Corporation shall, or
shall cause its transfer agent to, issue and deliver to the Trustee a
certificate for the Shares not being sold. If such Shares are not sold in a sale
within thirty (30) days after delivered by the Trustee, the Stockholder holding
such Shares will promptly redeliver such Shares to the Trustee in the manner
provided in Section 2.2(a) hereof.
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ARTICLE V
MISCELLANEOUS
5.1 ENTIRE AGREEMENT; AMENDMENT.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior oral
or written agreements, commitments or understandings with respect to the matters
provided for herein. This Agreement shall not be amended, altered or modified
except by a written instrument that expressly refers to this Agreement, is
signed by each of the Corporation, the Trustee and the Stockholders and is filed
with the Corporation's registered office within the State of Delaware.
5.2 BINDING EFFECT; ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective permitted successors and permitted
assigns. The rights and duties of any party to this Agreement shall not be
assigned or delegated, except in connection with the resignation or removal of
any Trustee and the appointment of-a successor Trustee by agreement of all the
parties hereto.
5.3 NOTICES.
All notices and other communications given under this Agreement shall
be in writing and shall be deemed to have been duly given when delivered in
person or mailed by first class, registered or certified mail, postage prepaid,
or transmitted by facsimile transmission, telex or telegram and addressed to the
parties at their addresses on file with the Corporation. Each notice or other
communication which shall be personally delivered, mailed or transmitted in the
manner described above shall be deemed sufficiently received for all purposes at
such time as it is delivered to the addressee (with any return receipt, delivery
receipt or with respect to a facsimile transmission or telex, confirmation of
receipt or answer back, being deemed conclusive evidence of such delivery) or at
such time as delivery is refused by the addressee upon presentation.
5.4 SEVERABILITY.
If any provision of this Agreement or any other agreement, document or
writing given pursuant to or in connection with this Agreement shall be found by
a court of competent jurisdiction to be invalid or unenforceable under
applicable law, such provision shall be ineffective to the extent of such
invalidity only, without in any way affecting the remainder of such provision or
the remaining provisions of this Agreement.
5.5 SPECIFIC ENFORCEMENT.
The Corporation, the Trustee and the Stockholders shall be entitled to
enforce their rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that the Corporation, the Trustee or any
Stockholder may in his, her or its sole discretion apply to any court of law or
equity of competent jurisdiction for
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specific performance or injunctive relief (without posting a bond or other
security) in order to enforce or prevent any violation of the provisions of this
Agreement.
5.6 HEADINGS.
The headings of the paragraphs of this Agreement are inserted for
convenience of reference only and do not form a part or affect the meaning
hereof.
5.7 GOVERNING LAW.
This Agreement, the rights and obligations of the parties hereto, and
any claims and disputes relating thereto, shall be governed by and construed in
accordance with the local laws (and not the laws of conflicts) of the State of
Delaware.
5.8 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which shall be deemed to be
one and the same instrument.
[Signatures appear on following page.]
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IN WITNESS WHEREOF, the parties hereto have executed the Voting Trust
Agreement as of the date first above written.
GLOBAL ENERGY GROUP, INC. GLOBAL ENERGY ACQUISITION GROUP,
L.L.C., for itself and as Trustee
By: _______________________ By : _____________________________
Name: Xxxx X. Xxxxxx Name: ______________________
Its: EVP and CFO Its: _______________________
QUEST CAPITAL ALLIANCE, L.L.C.
By: _______________________ __________________________________
Name: Xxxxxx Xxx XXXXXX X. XXXXX
Its: General Manager
___________________________ __________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. XXXXXX
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IN WITNESS WHEREOF, the parties hereto have executed the Voting Trust
Agreement as of the date first above written.
GLOBAL ENERGY GROUP, INC. GLOBAL ENERGY ACQUISITION GROUP,
L.L.C., for itself and as Trustee
By: _______________________ By: ______________________________
Name: Xxxx X. Xxxxxx Name: _______________________
Its: EVP and CFO Its: _______________________
QUEST CAPITAL ALLIANCE, L.L.C.
By: _______________________ __________________________________
Name: Xxxxxx Xxx XXXXXX X. XXXXX
Its: General Manager
___________________________ __________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. XXXXXX
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IN WITNESS WHEREOF, the parties hereto have executed the Voting Trust
Agreement as of the date first above written.
GLOBAL ENERGY GROUP, INC. GLOBAL ENERGY ACQUISITION GROUP,
L.L.C., for itself and as Trustee
By: _______________________ By: ______________________________
Name: Xxxx X. Xxxxxx Name: _______________________
Its: EVP and CFO Its: ________________________
QUEST CAPITAL ALLIANCE, L.L.C.
By: _______________________ __________________________________
Name: Xxxxxx Xxx XXXXXX X. XXXXX
Its: General Manager
___________________________ __________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. XXXXXX
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IN WITNESS WHEREOF, the parties hereto have executed the Voting Trust
Agreement as of the date first above written.
GLOBAL ENERGY GROUP, INC. GLOBAL ENERGY ACQUISITION GROUP,
L.L.C., for itself and as Trustee
By: _______________________ By: ______________________________
Name: Xxxx X. Xxxxxx Name: _______________________
Its: EVP and CFO Its: _______________________
QUEST CAPITAL ALLIANCE, L.L.C.
By: _______________________ __________________________________
Name: Xxxxxx Xxx XXXXXX X. XXXXX
Its: General Manager
___________________________ __________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. XXXXXX
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IN WITNESS WHEREOF, the parties hereto have executed the Voting Trust
Agreement as of the date first above written.
GLOBAL ENERGY GROUP, INC. GLOBAL ENERGY ACQUISITION GROUP,
L.L.C., for itself and as Trustee
By: _______________________ By: ______________________________
Name: Xxxx X. Xxxxxx Name: _______________________
Its: EVP and CFO Its: ________________________
QUEST CAPITAL ALLIANCE, L.L.C.
By: _______________________ __________________________________
Name: Xxxxxx Xxx XXXXXX X. XXXXX
Its: General Manager
___________________________ __________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. XXXXXX
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EXHIBIT A
VOTING TRUST CERTIFICATE
THIS VOTING TRUST CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS
OF A CERTAIN VOTING TRUST AGREEMENT, DATED JANUARY 30, 2004, AMONG GLOBAL ENERGY
GROUP, INC. (THE "ISSUER"), THE TRUSTEE OF THE VOTING TRUST AND THE
BENEFICIARIES OF THE VOTING TRUST. THE BENEFICIAL INTEREST IN SHARES OF THE CAP
IT AL STOCK OF THE ISSUER REPRESENTED BY THIS VOTING TRUST CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE VOTING TRUST
AGREEMENT, A COPY OF WHICH IS ON FILE AT THE ISSUER'S REGISTERED OFFICE IN THE
STATE OF DELAWARE. THE SECURITIES REPRESENTED BY THIS VOTING TRUST CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY STATE SECURITIES LAW AND THE SECURITIES REPRESENTED HEREBY CANNOT BE
TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SUCH FEDERAL AND ANY APPLICABLE
STATE SECURITIES LAW OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION
IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE "SERIES
A PREFERRED" UNDER THAT CERTAIN CERTIFICATE OF DESIGNATION OF THE ISSUER FOR
SUCH SERIES DATED AS OF JANUARY 30, 2004 AND, AS SUCH, ARE SUBJECT TO CERTAIN
VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS SET FORTH THEREIN. A COPY OF
SUCH INSTRUMENTS WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.
Certificate No. ______________
Date of Issuance: January 30, 2004
Number of Shares Beneficially Represented Hereby:
_____________ shares of Series A Preferred Stock, par value $0.001 per
share
This Voting Trust Certificate (this "Certificate") certifies that the
undersigned Trustee has received certificate(s) representing - shares of Series
A Preferred Stock, par value $0.001 per share (the "Shares") of Global Energy
Group, Inc., a Delaware corporation (the "Company"), on behalf of
____________________ (the "Holder"), duly registered in the name of the
undersigned Trustee, on the following terms and conditions: Rights of Holders
The Holder agrees to, accepts and ratifies all of the terms, conditions and
covenants of that certain Voting Trust Agreement dated January 30, 2004 (the
"Agreement"), a counterpart of which is on file with the registered office of
the Company in the State of Delaware, and which is incorporated herein by
reference. Capitalized terms used but not otherwise defined in this Certificate
shall have the meanings given such terms in the Agreement. The Holder shall
possess and be entitled to rights of ownership of the Shares only as provided in
the Agreement. The Holder of this Certificate shall transfer or replace this
Certificate only as provided in the Agreement.
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VOTING AND OTHER RIGHTS
The Trustee during the term of the Agreement shall have sole voting rights and
certain other rights with respect to the Shares as specified in the Agreement
(subject to the limitations imposed by the Company's certificate of
incorporation, bylaws or any Agreement to which the Shares may be subject). No
voting rights are granted by this Certificate and only those rights provided to
the Holder of a Certificate by the Agreement are represented by this
Certificate.
DIVIDENDS AND DISTRIBUTIONS
The Holder of this Certificate shall be entitled to receive, subject to the
provisions of the Agreement, all dividends or other distributions of cash,
securities or other property by the Company received by the undersigned Trustee
in respect of the Shares, except that in the event of dividends or distributions
of shares of capital stock the Trustee shall receive and hold any such dividends
or distributions pursuant to the terms of the Agreement and shall issue to the
Holder hereof additional Certificates representing such additional Shares. In
lieu of the Trustee receiving dividends and distributions and paying them to the
Holder of this Certificate, the Trustee may instruct the Company to pay the
dividends or distributions directly to the Holder, as provided in the Agreement.
TERMINATION
The Voting Trust shall terminate as provided in the Agreement.
SUBJECT TO VOTING TRUST AGREEMENT
This Certificate is governed in all respects by the Agreement. In the event of
any inconsistency between the terms and conditions of this Certificate and the
Agreement, the Agreement shall control.
IN WITNESS WHEREOF, this Certificate is executed and issued to the
Holder by the undersigned Trustee as of the date first written above.
By: _______________________
Name:
Title:
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