EXHIBIT 9.3
FORM OF VOTING TRUST AGREEMENT BETWEEN
XXXXX XXXXXXX, XXXXX XXXXXXXX AND
L.L. XXXXXXXXXXXXX AND COHIG & ASSOCIATES, INC.
VOTING TRUST AGREEMENT
In consideration of their mutual promises, the parties named below enter
into this Voting Trust Agreement ("Agreement") for the purpose of complying
with the terms and conditions of the Underwriting Agreement dated May 11,
1998 by and between Cohig & Associates, Inc. and Xxxxxx Xxxxxxx & Associates,
Inc. as Representatives of the various underwriters, Ontro, Inc., a
California corporation (the "Company") and L.L. Xxxxxxxxxxxxx Company, Inc.
("LLK") executed in connection with the initial public offering of its stock
by Ontro, Inc., a California corporation.
SECTION 1. PARTIES AND EFFECTIVE DATE
Section 1.01. PARTIES. The parties to this Agreement are:
(a) Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx and LLK, who shall each become
the registered holder of Voting Trust Certificates in the form attached
hereto as Exhibit A, hereafter called "Certificate Holders" or "shareholders."
(b) The following Voting Trustee, hereafter called "Trustee": Xxxxx X.
Xxxxxx.
(c) The Company, Ontro, Inc., a California corporation.
(d) Cohig & Associates, Inc. ("Cohig").
Section 1.02. EFFECTIVE DATE. This Agreement shall be deemed
effective as of 5:30 p.m. Eastern Standard Time on May 11, 1998.
SECTION 2. TRUSTEE AND REGISTRAR
Section 2.01. NUMBER AND TERM OF TRUSTEE. There shall be one (1)
Trustee of this trust unless this Agreement is amended in writing to provide
for additional Trustees. The first Trustee shall be the person named above,
and his successor shall be appointed as hereinafter provided. In the absence
of his removal, resignation, or death, the first Trustee shall serve for the
entire term of this trust.
Section 2.02. DEATH OF TRUSTEE. The rights and duties of the Trustee
shall terminate upon his death, and no interest in any of the property owned
or held by the trust nor any of the rights or duties of the Trustee may be
transferred by will, devise, succession, or in any manner except as provided
herein. The heirs, administrators, and executors of the Trustee shall,
however, have the right and duty to convey any property held by the Trustee
to the successor Trustee.
Section 2.03. RESIGNATION. The Trustee and any successor Trustee may
resign at any time by giving written notice of resignation to the registered
Certificate Holders, Cohig and the Company.
2
Section 2.04. SUCCESSOR TRUSTEE. If the Trustee should resign, die,
or fail to act as Trustee, Xxxxxx Xxxxxxx LLP shall be the successor Trustee
authorized to act through any regular member of such law firm who is, at the
time of such action, authorized to practice law in the State of California.
Section 2.05. DUTIES AND QUALIFICATION OF TRUSTEE. The Trustee shall
receive and hold certificates of shares of the Company delivered to the
Trustee under this Agreement, and execute and issue Voting Trust Certificates
in the name of the Trustee, and transfer such share certificates, and effect
the exchange of share certificates for Voting Trust Certificates as and when
herein provided, and the Trustee may perform any other functions hereunder.
SECTION 3. DEPOSIT AND TRANSFER OF SHARES--ISSUANCE AND TRANSFER OF
VOTING TRUST CERTIFICATES
Section 3.01. DEPOSIT OF SHARES. By executing this Agreement, each of
the Certificate Holders agrees he shall immediately deposit with the Trustee
certificates as received for all shares of the Company owned by such
Certificate Holder. All such certificates shall be endorsed in blank or to
the Trustee and shall be accompanied by such instruments of transfer as to
enable the Trustee to cause such certificates to be transferred into the name
of the Trustee, as Trustee.
Section 3.02. TRANSFER OF SHARES TO TRUSTEE. All certificates for
shares of the Company delivered to the Trustee shall be surrendered by the
Trustee to the Company and canceled. New share certificates shall be issued
in the name of the Trustee, as Trustee. The new share certificates shall
state that they are issued pursuant to this Agreement, and in the entry of
ownership of the shares by the Trustee in the stock transfer records of the
Company, that fact shall also be noted.
Section 3.03. TRANSFER OF SHARES TO SUCCESSOR TRUSTEE.
Notwithstanding any changes in the Trustee, the certificates for shares
standing in the name of the Trustee may be endorsed and transferred by any
successor Trustee or Trustees with the same effect as if endorsed and
transferred by the Trustee who has ceased to act. The Trustee is authorized
and empowered to cause any further transfer of said shares to be made which
may be necessary through the occurrence of any change of persons holding the
office of Trustee hereunder.
Section 3.04. NO SALE OF SHARES. Notwithstanding the provisions of
Section 3.01, 3.02 and 3.03 the Trustee shall have no authority to sell or
otherwise dispose of or encumber any of the stock deposited pursuant to the
provisions of this Agreement.
Section 3.05. VOTING TRUST CERTIFICATE. On receipt by the Trustee of
the share certificates from the Certificate Holders and transfer of the same
into the name of the Trustee, the Trustee shall hold the certificates subject
to the terms of this Agreement, and the Trustee shall thereupon issue and
deliver to the surrendering Certificate Holders Voting Trust Certificates,
representing the Certificate Holders' beneficial interest in the trust. The
Voting Trust Certificates shall be in substantially the form of Exhibit A
attached hereto.
3
Section 3.06. TRANSFER OF VOTING TRUST CERTIFICATES. The Voting Trust
Certificates shall be transferable only as provided in the Voting Trust
Certificates and this Agreement, and upon payment of any charges in effect at
the time of transfer. All transfers shall be recorded in the certificate
record book as defined in Section 6.02 herein, and any transfer made of any
Voting Trust Certificate shall vest in the transferee all rights of the
transferor and shall subject the transferee to the same limitations as those
imposed on the transferor by the terms of the Voting Trust Certificate so
transferred and by this Agreement, and upon such transfer the Trustee shall
deliver a Voting Trust Certificate or Certificates to the transferee for the
number of shares represented by the Voting Trust Certificate so transferred.
Section 3.07. PROOF OF OWNERSHIP. The Trustee shall not be required
to recognize any transfer of a Voting Trust Certificate not made in
accordance with the provisions hereof unless the person or persons claiming
such ownership shall have produced indicia of title satisfactory to the
Trustee and shall have deposited with the Trustee indemnity satisfactory to
him.
Section 3.08. HOLDER OF CERTIFICATE AS OWNER. The Trustee may treat
the registered holder, for the time being, of each Voting Trust Certificate
(or when presented duly endorsed in blank for transfer, the bearer thereof)
as the absolute owner and holder thereof, and of all the rights and interests
represented thereby for all purposes whatsoever, and the Trustee shall not be
bound or affected by any notice to the contrary.
Section 3.09. REPLACEMENT OF CERTIFICATES. If a Voting Trust
Certificate shall be lost, stolen, mutilated, or destroyed, the Trustee, in
his reasonable discretion, may issue a duplicate of such Certificate upon
receipt of evidence of such fact satisfactory to him, indemnity satisfactory
to him, and the existing Voting Trust Certificate, if mutilated.
SECTION 4. VOTING AND ACTION BY TRUSTEE
Section 4.01. VOTING OF SHARES. So long as the Trustee shall hold
shares deposited pursuant to the provisions of this Agreement, he shall vote
all shares held pursuant to this Agreement in favor of any one candidate for
the Board of Directors nominated by Cohig, following acceptance of such
candidate by the Certificate Holders, as provided in Section 3(t) of the
Underwriting Agreement. As to any other matter whatsoever, including without
limitation election of Directors other than a Director nominated by Cohig
where multiple Directors are to be elected or where Cohig has made no
nomination accepted by the Certificate Holders pursuant to the terms of the
Underwriting Agreement, the Trustee shall vote the shares held pursuant to
this Agreement as the beneficial owner shall instruct. In the event the
beneficial owner of any such shares does not provide any instruction as to
how to vote any shares held by the Trustee, the Trustee shall abstain from
voting such shares as to the matter upon which he has received no voting
instructions. Any instructions to the Trustee shall be in such form as the
Trustee may require in his sole discretion. Subject to Section 5.01 and 5.02
hereinbelow, the Trustee may receive dividends and distributions on said
shares. Except as provided herein, no other person shall have any voting
rights in respect to said shares so long as this Agreement is in effect and
such shares are registered in the name of the Trustee. The right of the
Trustee to vote, assent, or consent, as provided in this Section 4.01, shall
include all matters,
4
including but not limited to the right to vote at any election of directors
and in favor of or in opposition to any resolution or proposed dissolution
and liquidation, merger, or consolidation of the Company, or a sale of all or
substantially all of its assets, or the issuance or creation of additional of
its securities, or any action of any character whatsoever which may be
presented at any meeting or require the consent of shareholders of the
Company.
Section 4.02. TRUSTEE'S RELATIONSHIP WITH COMPANY. The Trustee, his
employees or agents, and 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 be or become pecuniarily interested, directly or indirectly,
in any matter or transaction to which the Company or any subsidiary or
controlled or affiliated corporation may be a party or in which it may be
concerned, as fully and freely as though such Trustee were not a Trustee
hereunder. The Trustee acts as counsel to the Company and may continue to
act as such counsel to the Company or of any such subsidiary or controlled or
affiliated corporation.
Section 4.03. COMPENSATION OF TRUSTEE. The Trustee shall serve
without compensation. However, nothing shall disqualify the Trustee from
receiving compensation for services rendered to the Company.
Section 4.04. EXPENSES. The Trustee is expressly authorized to incur
and pay such reasonable expenses and charges, to employ and pay such agents,
attorneys, and counsel, and to incur and pay such other charges and expenses
as he may reasonably deem necessary and proper for administering this
Agreement. Certificate Holders severally agree to reimburse and indemnify the
Trustee in proportion to such Certificate Holder's beneficial interest in the
trust, for and against any and all such claims, expenses, and liabilities
incurred by them, or asserted against him, in connection with or growing out
of this Agreement or the discharge of his duties hereunder. Any such claims,
expenses, or liabilities not so paid by the Certificate Holder may be
deducted from dividends or other distributions to them, or may be made a
charge payable as a condition to the delivery of shares in exchange for
Voting Trust Certificates as provided herein, and the Trustee shall be
entitled to a lien therefor upon the shares, funds, or other property in his
possession.
Section 4.05. TRUSTEE'S LIABILITY. The Trustee shall not be liable in
any event for the acts or defaults of any successor Trustee or for acts or
defaults of any employee, agent, proxy, or attorney-in-fact of any Trustee.
The Trustee shall always be protected and free from liability in acting upon
any notice, request, consent, certificate, declaration, telegram, radiogram,
guaranty, affidavit, or other paper or document, or signature believed by him
to be genuine and to have been signed by the proper party or parties, or by
the party or parties purporting to have signed the same. The Trustee shall
not be liable for any error of judgment nor for any act done or omitted, nor
for any mistake of fact or law, nor for anything which he may do or refrain
from doing in good faith, nor shall the Trustee have any accountability
hereunder, except for his own gross negligence. The Trustee may seek the
advice of legal counsel, and any action under this Agreement taken or
suffered in good faith by him in accordance with the opinion of such counsel
shall be conclusive upon the parties hereto, and the Trustee shall be fully
protected and be subject to no liability in respect thereof. No Trustee
shall be
5
required to provide a bond or other security for the performance of the
duties of Trustee under this Agreement.
SECTION 5. DIVIDEND, DISTRIBUTION, AND SUBSCRIPTION RIGHTS OF CERTIFICATE
HOLDERS
Section 5.01. CASH DIVIDENDS. The registered Certificate Holder shall
be entitled, until the termination of this Agreement as hereinafter provided,
to receive from time to time payments equal to the amount of cash dividends,
if any, collected or received by the Trustee or his successor upon the number
of shares in respect of which such Voting Trust Certificates were issued,
less the deductions provided for in Section 5.05. Such payments shall be
made as soon as practicable after the receipt of such dividends, to the
Certificate Holder registered as such at the close of business on the record
date determined pursuant to the provisions of Section 5.06. In lieu of
receiving cash dividends and paying such dividends to the Certificate Holder,
the Trustee may instruct the Company in writing to pay such dividends
directly to the Certificate Holder. Upon giving such instructions to the
Company, all liability of the Trustee with respect to such dividends shall
cease until the instructions are revoked. The Trustee may at any time revoke
such instructions, and by written notice to the Company, direct it to make
dividend payments to the Trustee.
Section 5.02. SHARE DIVIDENDS. In case the Trustee shall receive, as
a dividend or other distribution upon any shares of stock held by him under
this Agreement, any additional shares of the Company, the Trustee shall hold
the same subject to this Agreement for the benefit of the Certificate Holder,
and said shares shall be and become subject to all of the terms and
conditions hereof to the same extent as if originally deposited hereunder.
The Trustee may, in his discretion, issue Voting Trust Certificates in
respect of such shares to the Certificate Holder of record at the close of
business on the record date determined pursuant to the provisions of Section
5.06.
Section 5.03. DISTRIBUTIONS ON LIQUIDATION. In the event of the
dissolution or total or partial liquidation of the Company, whether voluntary
or involuntary, the Trustee shall receive the moneys, securities, rights, or
property to which the Certificate Holder as a shareholder of the Company are
entitled, and shall distribute the same among the Certificate Holder in
proportion to his interest, as shown by the books of the Trustee.
Section 5.04. OTHER DISTRIBUTIONS TO SHAREHOLDERS. If at any time
during the continuation of this Agreement the Trustee shall receive or
collect any moneys through a distribution by the Company to its shareholders,
other than in payment of cash dividends, or shall receive any property (other
than shares of stock of the Company) through a distribution by the Company to
its shareholders, the Trustee shall distribute the same to the Certificate
Holder registered as such at the close of business on the record date
determined pursuant to the provisions of Section 5.06; provided that the
Trustee may withhold therefrom the deductions provided for in Section 5.05.
Section 5.05. DEDUCTIONS FOR DISTRIBUTIONS. There shall be deducted
and withheld from every distribution of every kind under this Agreement any
taxes, assessments, or other charges that may be required by any present or
future law to be deducted or withheld, and expense and charges
6
incurred pursuant to Section 4.05 hereof, to the extent that such
compensation, expense, and charges incurred pursuant to Section 4.05 hereof
remain unpaid or unreimbursed.
Section 5.06. RECORD DATE FOR DISTRIBUTIONS. The Trustee may, if he
deems it advisable, fix a date not exceeding twenty (20) days preceding any
date for the payment or distribution of dividends or for the distribution of
assets or rights as a record date for the determination of the Certificate
Holder entitled to receive such payment or distribution, and the Certificate
Holder of record on such date shall be exclusively entitled to participate in
such payments or distributions. In any case in which the Trustee shall fail
to fix such a record date, the date three (3) days prior to the date of
payment of distribution of dividends or the distribution of assets or rights
shall constitute the record date for the determination of the Certificate
Holder entitled to receive such payment or distribution.
Section 5.07. SUBSCRIPTION RIGHTS. In case any securities of the
Company shall be offered for subscription to the holder of stock held by the
Trustee under this Agreement, the Trustee, promptly upon receipt of notice of
such offer, shall mail a copy thereof to the Certificate Holder of record.
Upon receipt by the Trustee at least ten (10) days prior to the last date
fixed by the Company for subscription, of a request from the registered
Certificate Holder to subscribe in his behalf, accompanied by the sum of
money required to be paid for such securities, the Trustee shall make such
subscription and payment on behalf of the Certificate Holder, and upon
receiving from the Company the certificates for the securities so subscribed
for, shall issue to such Certificate Holder a Voting Trust Certificate in
respect thereof if the same be shares, or if the same be securities other
than voting stock, then the Trustee shall deliver the same to the Certificate
Holder.
SECTION 6. BOOKS AND RECORDS
Section 6.01. RECORD OF SHARES. It shall be the duty of the Trustee
to maintain a record of all share certificates of the Company which are
transferred to the Trustee, indicating the name in which the stock was held,
the date of issuance of the stock, the class and series of the stock, the
number of shares, and the number of the certificate or certificates
representing those shares. The Trustee shall also maintain a record of the
date on which any such share certificates were received by him, and the date
on which the same were delivered to the Company for transfer to the Trustee,
and shall obtain a receipt for any such certificates so delivered. The
Trustee shall receive and hold the new share certificates issued by the
Company in the name of the Trustee and shall maintain a record indicating the
date of issuance of such certificates, the date of receipt of such
certificates, and the place in which such certificates are held by him.
Section 6.02. RECORD OF TRUST CERTIFICATES. The Trustee shall
maintain a record showing the names and addresses of the Certificate Holders.
The record shall show the number of Voting Trust Certificates held by each
person and the total number of Voting Trust Certificates so held. The record
shall show the dates on which the Voting Trust Certificates were issued,
canceled, transferred, or replaced. The record shall be known as the
certificate record book and shall be open to inspection by any of the parties
to this Agreement or their successors at any reasonable time. The first
Certificate Holders to appear in the certificate record book shall be the
parties to this Agreement to
7
whom Voting Trust Certificates are to be issued. The record shall show any
subsequent transfer, assignment, pledge, attachment, execution, and any other
matter affecting the title to such certificates which come to the attention
of the Trustee. Any documents, including Voting Trust Certificates, which
are canceled, purporting to affect the title of the Voting Trust
Certificates, shall also be kept in the certificate record book, together
with a sample copy of the Voting Trust Certificate. The certificate record
book may be closed from time to time by the Trustee for a period not to
exceed five (5) days. Notice of such closing shall be given to all parties
to this Agreement at least ten (10) days prior to such closing. The closing
of the book shall not affect the right to inspection. Upon the closing of
the book, the Certificate Holders shown therein at the close of business on
the last day the book was open shall, for all purposes, be the Certificate
Holders during the entire period during which the book is closed.
Section 6.03. BOOK OF ACCOUNTS. The Trustee or his agent shall
maintain a book of accounts. In addition to such other matters as the
Trustee may insert in such record, the record shall show all sums of money
received by the Trustee, all disbursements made by the Trustee, and all
obligations incurred by the Trustee which are unpaid. Information concerning
the above accounts shall be posted at least monthly.
Section 6.04. OTHER RECORDS. The Trustee shall maintain such other
books and records and shall perform the duties required of him to be
performed elsewhere in this Agreement and as are reasonably necessary to
accomplish the purposes of this Agreement.
Section 6.05. INSPECTION OF RECORDS. The books and records of this
Trust shall be open to inspection by any of the parties to this Agreement or
their successors at any reasonable time. The inspection shall be made at the
office of the Trustee and shall include the right to make copies of the books
and records; provided, however, that any such activity must be conducted with
reasonable notice first given to the Trustee. In the event of a dispute, the
matter shall be referred to the Trustee for his decision as to the
reasonableness of the request for inspection and copying.
SECTION 7. TERM OF TRUST
Section 7.01. IRREVOCABILITY OF TRUST. Except as otherwise provided
in this Agreement, the Trust created by this Agreement is hereby expressly
declared to be irrevocable.
Section 7.02. TERMINATION. This Agreement shall terminate May 11,
2002. This Agreement may be terminated at an earlier date by an instrument or
instruments in writing executed by the Trustee and each party.
Section 7.03. RETURN OF SHARE CERTIFICATES AFTER TERMINATION. Within
thirty (30) days after the termination of this Agreement, the Trustee shall
deliver to the Certificate Holders of record Share Certificates,
representing the number of shares in respect of which Voting Trust
Certificates were issued, upon the surrender of such Voting Trust
Certificates properly endorsed and upon payment by the persons entitled to
receive such share certificates of a sum sufficient to cover any governmental
charge on the transfer or delivery of such certificates.
8
Section 7.04. FINAL ACCOUNTING. Within thirty (30) days after
termination of this Agreement, the Trustees shall render a final accounting
to the Certificate Holders and to the Company and shall distribute any funds
or other assets held by them to the parties entitled thereto.
SECTION 8. MISCELLANEOUS
Section 8.01. PLACE OF PERFORMANCE. This Agreement is made, executed,
and entered into at San Diego, California, and it is mutually agreed that the
performance of all parts of this contract shall be made at San Diego,
California.
Section 8.02. GOVERNING LAW AND VENUE. This Agreement is intended by
the parties to be governed and construed in accordance with the laws of the
State of California. Venue for any action brought regarding the provision of
this Agreement shall be brought in the County of San Diego.
Section 8.03. SEVERABILITY OF PROVISIONS. This Agreement shall not be
severable or divisible in any way, but it is specifically agreed that should
any provision herein be or become invalid, that such invalidity shall not
affect the validity of the remainder of the Agreement.
Section 8.04. CONSTRUCTION BY TRUSTEE. The Trustee is authorized and
empowered to construe this Agreement, and his reasonable construction made in
good faith shall be conclusive and binding upon the Certificate Holders and
upon all parties hereto.
Section 8.05. DEFINITIONS. Except as specifically provided herein,
the use of the words "Trustee," "Certificate Holder, " "shareholder" and
other similar words, for the purpose of this Agreement shall be deemed to
mean their successors, heirs, administrators, executors, assigns, and other
persons standing in the place of the party referred to whenever appropriate.
The term "Trustee" as used in this Agreement and in the Voting Trust
Certificates shall apply to the Trustee named in this Agreement and to any
additional Trustees appointed, and to their successors. Pronouns of one
gender shall be deemed to refer to other genders, and the singular shall
refer to the plural, and the plural shall refer to the singular when
appropriate. No inference shall be drawn from the use of one gender or the
singular or plural other than as indicated above.
Section 8.06. MERGER OR CONSOLIDATION. In the event that the Company
shall merge into or consolidate with another corporation or corporations, or
in the event that all or substantially all of the assets of the Company are
transferred to another corporation, the shares of which are issued to
shareholders of the Company in connection with such transfer, then the term
"Company" shall be construed to include such successor corporation, and the
Trustee shall receive and hold under this Agreement any shares of such
successor corporation received by him on account of their ownership, as
Trustee of shares held by them hereunder prior to such merger, consolidation,
or transfer. Voting Trust Certificates issued and outstanding under this
Agreement at the time of such merger, consolidation, or transfer may remain
outstanding, but the Trustees may, in their discretion, substitute therefor
new Voting Trust Certificates in appropriate form.
9
Section 8.07. NOTICE TO TRUSTEE. Any notice to be given to the
Trustee hereunder shall be sufficiently given if mailed to the Trustee at
Xxxxxx Xxxxxxx LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xx Xxxxx, Xxxxxxxxxx
00000, or at such other address as the Trustee may from time to time
designate by written notice given to the Certificate Holders.
Section 8.08. NOTICE TO CERTIFICATE HOLDERS. Any notice to be given
to the Certificate Holders shall be sufficiently given if mailed, postage
prepaid, to the registered Certificate Holder of such Voting Trust
Certificate at the address of such registered Certificate Holder appearing on
the certificate book to be maintained by the Trustee. Every notice so given
shall be effective whether or not received, and such notice shall for all
purposes be deemed to have been given on the date of mailing thereof.
Section 8.09. NOTICE AND REPORTS FROM COMPANY TO CERTIFICATE HOLDERS.
The Company agrees (i) to mail to each Certificate Holder, not less than
thirty (30) days before each annual meeting of shareholders, the annual
report of the Company, if required to be provided; (ii) to mail to each
Certificate Holder notice of each annual and special meeting of shareholders
in the same manner and same time as if the Certificate Holder were a
shareholder; and (iii) to keep the books and records of the Company open at
all reasonable times to the inspection of all Certificate Holders.
Section 8.10. EXECUTION OF COUNTERPARTS. This Agreement shall be
prepared in multiple copies and forwarded to each of the parties hereto for
execution. The Agreement will become effective when the Trustee receives a
copy or copies of the Agreement executed by the parties hereto in the names
as they appear at the end of this Agreement. However, such effectiveness
shall relate back to May 11, 1998. All of the signatures may be affixed to
one copy or to separate copies, and when all such copies are received and
signed by all the parties hereto, they shall constitute one Agreement which
is not otherwise separable or divisible. The Trustee shall keep all of such
signed copies and shall conform one copy to show all of the signatures and
the dates thereof and shall mail a copy of such conformed copy to each of the
parties hereto within thirty (30) days after the receipt by him of the last
signed copy, and shall cause one such conformed copy to be filed in the
office of the secretary of the Company.
Section 8.11. ADVICE OF COUNSEL. Each of the parties agrees and
represents that he has been represented by his own counsel with regard to the
execution of this Agreement or that, if acting without counsel, he has had
adequate opportunity and has been encouraged to take the advice of his own
counsel prior to the execution of this Agreement.
10
In witness whereof, the parties have duly executed this Agreement on the
first date set forth below.
CERTIFICATE HOLDERS:
Number of Date of
Shares Signing
/s/ Xxxxx X. Xxxxxxx 561,274 May 14, 1998
-----------------------------------
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxxx 453,923 May 14, 1998
-----------------------------------
XXXXX X. XXXXXXXX
L.L. XXXXXXXXXXXXX, INC.
BY: /s/ Xxxxx X. Xxxxxxxxxxxxx 858,673 May 14, 1998
-----------------------------------
XXXXX X. XXXXXXXXXXXXX
PRESIDENT
TRUSTEE:
/s/ Xxxxx X. Xxxxxx May 14, 1998
-----------------------------------
XXXXX X. XXXXXX
COMPANY:
ONTRO, INC. COHIG & ASSOCIATES, INC.
A CALIFORNIA CORPORATION
BY: /s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxx
----------------------------------- -----------------------------------
XXXXX X. XXXXXXXX XXXXXXX X. XXXX
EXECUTIVE VICE PRESIDENT TITLE: ____________________________
May 14, 1998 May 14, 1998
