EXHIBIT 9.3
FIRST AMENDMENT TO VOTING TRUST AGREEMENT
THIS FIRST AMENDMENT TO VOTING TRUST AGREEMENT (this "Amendment") is made
and entered into effective as of the 5th day of May, 2004, by and among J.
XXXXXXX XXXXXX, SR. and XXXXXXXX X. XXXXXX (the "Shareholders"), who are holders
of Common Shares, without par value (the "Common Shares"), of XXXXXX SOFTWARE,
INC., an Ohio corporation (the "Company"), and XXXXXXXXXXX X. XXXXXX (the
"Voting Trustee").
RECITALS
A. The Shareholders and the Voting Trustee are parties to that certain
Voting Trust Agreement (the "Agreement"), made and entered into on December 31,
2001.
B. The Agreement provides, among other things, for the Shareholders to
deposit with the Voting Trustee the certificate or certificates for 178,600 of
the Common Shares of the Company held by the Shareholders together with proper
assignment or assignments thereof.
C. The parties desire to modify the Agreement in order to reflect the
additional Common Shares that the Shareholders have deposited with the Voting
Trustee.
NOW, THEREFORE, in consideration of foregoing recitals, and of the mutual
covenants and promises contained herein, the parties hereby agree as follows:
TERMS
1. All capitalized terms not otherwise defined in this Amendment have
the meanings given to them in the Agreement.
2. Amendment. Section 1 of the Agreement shall be replaced to read in
its entirety as follows:
"1. Deposit of Shares: Shareholders hereby agree that they
will forthwith and immediately deposit with the Voting Trustee the
certificate or certificates for 453,400 of the Common Shares of the
Company held by the Shareholders, together with proper assignment or
assignments thereof in blank or to the Voting Trustee."
3. Effect of Amendment. Except as expressly set forth herein, the
Agreement remains in full force and effect and shall not be affected by this
Amendment.
4. Conflict. In the event of a conflict between the terms and
conditions of this Amendment and the terms and conditions of the Agreement, the
terms and conditions of this Amendment shall control.
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.
6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Ohio without regard to the conflicts
of laws principles thereof.
IN WITNESS WHEREOF, the Voting Trustee and the Shareholders have executed
and delivered this Amendment as of the day and year first above written.
/s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
("Voting Trustee")
/s/ J. Xxxxxxx Xxxxxx, Sr.
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J. Xxxxxxx Xxxxxx, Sr.
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
("Shareholders")
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