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Exhibit 4.2
STOCKHOLDER VOTING AGREEMENT
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This Agreement, made to be effective the 4th day of May, 1998,
by and among Izant Family Partnership, an Ohio general partnership; Xxxxxxxxx X.
Xxxxx, Trustee of Xxxxxxxxx X. Xxxxx Trust dated 4-12-94; Xxxxxxx Xxxx Xxxxx,
Trustee for Irrevocable Trust for Xxxxxx Xxxxx Xxxxxxx created April 23, 1998;
Xxxxxxx Xxxx Xxxxx, Trustee for Irrevocable Trust for Xxxxxxx Xxxxx Xxxxxxx
created April 23, 1998; Xxxxx X. Xxxxx, Xxxxx Xxxxx XxXxxxxx, and Xxxxxxx Xxxxx
(each of whom is individually designated herein as a "Stockholder" and
collectively referred to herein as the "Stockholders"); Trumbull Financial
Corporation, an Ohio corporation (the "Company"); and Second Bancorp
Incorporated, an Ohio corporation ("Second Bancorp");
W I T N E S S E T H:
WHEREAS, the Stockholders own or have the power to vote common
shares, without par value, of the Company (listed as follows and collectively
referred to herein as the "Shares"):
Stockholder Number of Shares Owned
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Izant Family Partnership 297,951
Xxxxxxxxx X. Xxxxx, Trustee of the Xxxxxxxxx X. Xxxxx 16,962
Trust dated 4-12-93
Xxxxxxx Xxxx Xxxxx, Trustee for Irrevocable Trust for 5,000
Xxxxxx Xxxxx Xxxxxxx created April 23, 1998
Xxxxxxx Xxxx Xxxxx, Trustee for Irrevocable Trust for 5,000
Xxxxxxx Xxxxx Xxxxxxx created April 23, 1998
Xxxxx X. Xxxxx 40,643
Xxxxxxx X. Xxxxx 26,962
Xxxxx Xxxxx XxXxxxxx 26,799
WHEREAS, Xxxxxxxxx X. Xxxxx, Xxxxx Xxxxx XxXxxxxx, Xxxxx X.
Xxxxx and Xxxxxxx X. Xxxxx are the general partners of the Izant Family
Partnership;
WHEREAS, the Company and Second Bancorp are concurrently with
the execution of this Agreement entering into an Agreement and Plan of Merger
(the "Merger Agreement");
WHEREAS, it is the belief of each Stockholder that the Merger
is in the best interests of the Stockholders and the Company;
WHEREAS, under the terms of the Merger Agreement, the Company
has agreed to call a meeting of its stockholders for the purpose of voting upon
the approval of the merger described in the
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Merger Agreement (the "Merger") (such meeting, together with any adjournments
thereof, the "Stockholders' Meeting"); and
WHEREAS, the Company and Second Bancorp have made it a
condition to entering into the Merger Agreement that the Stockholders shall have
agreed to vote their stock in favor of the Merger;
NOW, THEREFORE, in consideration of the Company and Second
Bancorp entering into the Merger Agreement and to encourage the Company and
Second Bancorp to enter into the Merger Agreement and complete the Merger, the
parties hereto agree as follows:
I. AGREEMENT TO VOTE. Each Stockholder agrees, except as set
forth in Section 2 below, to vote their Shares and the Shares of any person
controlled by the Stockholder as follows:
A. in favor of the adoption of the Merger
Agreement at the Stockholder's Meeting;
B. against the approval of an Acquisition
Proposal (as defined in the Merger
Agreement); and
C. against any other transaction which is
inconsistent with the obligation of the
Company to consummate the Merger in
accordance with the Merger Agreement.
II. LIMITATION ON VOTING POWER. The parties hereto acknowledge
and agree that nothing contained herein is intended to restrict a Stockholder
from voting on any matter, or otherwise from acting, in the Stockholder's
capacity as a director of the Company with respect to any matter, including but
not limited to, the management or operation of the Company.
III. TERMINATION. This Agreement shall terminate on the
earlier of:
A. February 28, 1999,
B. by mutual consent of Second Bancorp, the
Company, and the Stockholders;
C. the date on which the Merger Agreement is
terminated in accordance with its terms, or
D. the date on which the Merger is consummated.
Upon any such termination, the obligations of each party to this Agreement shall
be extinguished.
IV. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF
THE STOCKHOLDERS. Each Stockholder hereby covenants, represents and warrants to
the Company and Second Bancorp that:
A. such Stockholder has the capacity and all
necessary power and authority to vote the
stock;
B. this Agreement constitutes a legal, valid
and binding obligation of the Stockholder,
enforceable in accordance with its terms,
except as
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enforcement may be limited by bankruptcy,
insolvency or similar laws affecting
enforcement of creditors' rights generally;
C. this Agreement has been duly authorized,
executed and delivered by the person
executing this Agreement on behalf of the
Stockholder;
D. the Stockholder further agrees that, during
the term of this Agreement, the Stockholder
will not, without the prior written consent
of Second Bancorp or through an Izant Family
Event, sell, pledge or otherwise voluntarily
dispose of any of the shares owned by the
Stockholder or take any other voluntary
action which would have the effect of
removing the Stockholder's power to vote the
Shares or which would be inconsistent with
this Agreement;
E. the Stockholder will not take any action
that would adversely affect the ability of
the surviving corporation under the Merger
Agreement to treat the Merger as a
"pooling-of-interests" in accordance with
generally accepted accounting principles;
and
F. this Agreement shall apply to all additional
shares of capital stock of the Company
acquired by the Stockholder after the date
of this Agreement.
As used herein, "Izant Family Event" shall mean any sale or disposition of
shares to another Stockholder or to the family of any Stockholder, including
trusts for the benefit of such family members, provided that the person
receiving such shares either is a party to this Agreement or executes and
delivers a written instrument to become a party hereto.
V. AFFILIATE'S AGREEMENT. Each Stockholder who is determined
by the Company to be an affiliate of the Company in accordance with Section 5.06
of the Merger Agreement agrees to sign an agreement in the form of Exhibit 5.06
to the Merger Agreement.
VI. SPECIFIC PERFORMANCE. Each Stockholder hereby acknowledges
that damages would be an inadequate remedy for any breach of the provisions of
this Agreement and agrees that the obligations of the Stockholder shall be
specifically enforceable and that Second Bancorp and the Company shall be
entitled to injunctive or other equitable relief upon such a breach by each
Stockholder. Each Stockholder further agrees to waive any bond in connection
with the obtaining of any such injunctive or equitable relief. This provision is
without prejudice to any other rights that Second Bancorp and the Company may
have against each Stockholder for any failure to perform the Stockholder's
obligations under this Agreement.
VII. GOVERNING LAW. This Agreement shall be enforceable under
and construed in accordance with the laws of the State of Ohio.
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IN WITNESS WHEREOF, each Stockholder has executed this
Agreement to be effective as of the date set forth in the first paragraph above.
IZANT FAMILY PARTNERSHIP
By: /s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx, Managing Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Managing Partner
/s/ Xxxxxxx Xxxx Xxxxx /s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxx Xxxx Xxxxx, Trustee for Xxxxxxxxx X. Xxxxx, Trustee of Xxxxxxxxx X. Xxxxx
Irrevocable Trust for Xxxxxx Xxxxx Trust dated 4-12-93
Xxxxxxx created April 23, 1998
/s/ Xxxxxxx Xxxx Xxxxx /s/ Xxxxx X. Xxxxx
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Xxxxxxx Xxxx Xxxxx, Trustee for Xxxxx X. Xxxxx
Irrevocable Trust for Xxxxxxx Xxxxx
Xxxxxxx created April 23, 1998
/s/ Xxxxxxx Xxxx Xxxxx /s/ Xxxxx Xxxxx XxXxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxx XxXxxxxx
TRUMBULL FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Executive Vice President
SECOND BANCORP INCORPORATED
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Chairman and President
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