EXHIBIT 9.1
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (this "Agreement") is entered into as of
September 7, 1999 among Naviant Technology Solutions, Inc., a Delaware
corporation (the "Company"), MRJ Group, Inc., a Delaware corporation
(individually and collectively, together with any successors and assigns, the
"Stockholder") and J. Xxxxxxx Xxxxxxxx (together with any successors, the
"Voting Trustee").
RECITALS
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WHEREAS, the Stockholder owns 10,125,000 shares of the common stock, and
1,125,000 shares of the Series B preferred stock (the common stock and Series B
preferred Stock of the Company being referred to collectively herein as the
"Capital Stock"), of the Company; and
WHEREAS, in consideration of certain consents and approvals given by TL
Ventures III, L.P. and its affiliates to a dividend by the Stockholder, the
Stockholder has agreed to subject all of the Capital Stock in the Company held
by the Stockholder to this Voting Trust Agreement.
AGREEMENTS
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In consideration of the mutual covenants and obligations set forth in this
Agreement, the parties hereto agree as follows:
1. Creation of Voting Trust.
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1.1 Deposit of Shares. The Stockholder hereby assigns and
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transfers, and agrees to assign and transfer, to the Voting Trustee all shares
of Capital Stock owned by such Stockholder and all shares of Capital Stock at
any time hereafter held by it during the term of this Agreement, however
acquired, and shall immediately deposit with the Voting Trustee the certificates
for such shares now held by it, or which it may receive, duly endorsed in blank,
or accompanied by a proper instrument of assignment duly executed in blank,
together with any requisite transfer tax stamps attached thereto for an amount
sufficient to pay all federal, state and local taxes or other governmental
charges, if any, then payable in respect of such deposit or transfer.
1.2 Delivery of Voting Trust Certificates. Upon receipt by the
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Voting Trustee of the certificates for any shares of Capital Stock of the
Company, the Voting Trustee shall hold such shares subject to the terms and
conditions of this Agreement and shall deliver or cause to be delivered to the
Stockholder one or more
voting trust certificates ("Voting Trust Certificates") representing the shares
so deposited by the Stockholder in the form provided for in Section 2.1 hereof.
1.3. Issue of Stock Certificates to Voting Trustee. All certificates
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for shares of Capital Stock transferred and delivered to the Voting Trustee
pursuant to this Agreement shall be surrendered by the Voting Trustee to the
Company and canceled, and new certificates therefor fully paid and non-
assessable shall be issued by the Company to and in the name of the Voting
Trustee. Such new certificates and any other certificates for shares issued to
the Voting Trustee pursuant to Section 2.2 hereof shall be endorsed by the
Company with a legend to the effect that they are issued by the Company pursuant
to this Agreement and a similar notation shall appear in the appropriate place
in the transfer books of the Company.
1.4 Acceptance of Trust. The Voting Trustee accepts the voting
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trust created hereby in accordance with all of the terms and conditions
contained in this Agreement.
2. Voting Trust Certificates.
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2.1 Form; Legend. The Voting Trust Certificates to be issued and
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delivered by the Voting Trustee under this Agreement in respect of any shares of
Capital Stock of the Company shall be substantially in the form of Exhibit A
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attached hereto, with such changes therein consistent with the provisions of
this Agreement as the Voting Trustee may from time to time deem appropriate. In
addition to legends necessary or appropriate to comply with applicable
securities laws, each Voting Trust Certificate shall have the following legend
stamped, typed or otherwise legibly placed on the face or reverse side thereof:
Sale, pledge or other disposition or transfer of this Voting
Trust Certificate and the shares of stock of Naviant Technology
Solutions, Inc., a Delaware corporation (the "Company"),
represented hereby, is restricted by the terms of a Voting Trust
Agreement, dated as of September 7, 1999, which may be examined
in the offices of the Company, which offices are located in
Newtown Square, Pennsylvania and at its registered office in
Delaware, Corporation Service Company, 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx.
2.2 Restrictions on Transfers; Registered Holders; Transfer Books.
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(a) The Voting Trust Certificates shall not be transferable by
the holders thereof without the prior written consent of the Voting Trustee,
which may be granted or withheld in his sole, absolute and non-reviewable
discretion; provided, however, that Stockholder shall be permitted to transfer
all of its Voting
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Trust Certificates in a single transaction, or a series of related transactions
to its stockholders, including without limitation the MRJ ESOP, and the MRJ ESOP
may thereafter "spin-off" the Voting Trust Certificates from the MRJ ESOP to the
Company's 401(k) Plan and the Company's 401(k) Plan shall be permitted to
transfer Voting Trust Certificates to Company's 401(k) Plan participants to the
extent required by the terms of the Company's 401(k) Plan (the "Permitted
Transfers") and provided, further, that the Voting Trustee shall not refuse his
consent to the transfer of Voting Trust Certificates in a situation where such
refusal would constitute an unreasonable restraint on the alienation of the
Voting Trust Certificates. The Permitted Transfers shall occur on the books of
the Voting Trustee upon surrender of such Voting Trust Certificates (duly
endorsed in blank or accompanied by a proper instrument of assignment duly
executed in blank, together with all requisite transfer tax stamps attached
thereto and an amount sufficient to pay all federal, state and local taxes or
other government charges, if any, then payable in connection with such transfer)
by the Stockholder in person or by the Stockholder's duly authorized attorney.
Upon the surrender of the Stockholder's Voting Trust Certificates for transfer,
the Voting Trustee shall cancel such Voting Trust Certificates and shall issue
new Voting Trust Certificates to the assignees in the same form and representing
the same number of shares of Capital Stock as the Voting Trust Certificates
presented for cancellation. The Voting Trustee may not alienate or dispose of
any of the Voting Trust Certificates without the consent of the holders of
Voting Trust Certificates representing a majority of the outstanding shares of
Capital Stock of the Company beneficially owned by all holders of Voting Trust
Certificates.
(b) The Stockholder represents and warrants that it is acquiring
the Voting Trust Certificates for investment purposes and not with a view to
their resale or distribution.
(c) The Voting Trustee may treat the registered holder of each
of such Voting Trust Certificates as the absolute owner thereof for all purposes
whatsoever, and accordingly shall not be required to recognize any legal,
equitable or other claim or interest in each such Voting Trust Certificate on
the part of any other person, whether or not it or they shall have express or
other notice thereof.
3. Dividends.
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3.1 Cash Dividends. The Voting Trustee shall receive and hold,
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subject to the terms of this Agreement, any dividends or distributions declared
and paid on the shares deposited hereunder and shall distribute directly any
such dividends or distributions to holders of Voting Trust Certificates in
proportion to their respective interests therein as shown on the books of the
Voting Trustee, such distribution to be equivalent to the dividends or
distribution which each respective
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holder would have been entitled to receive had it not deposited its shares
hereunder.
3.2 Money Need Not Be Segregated. No moneys received by the Voting
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Trustee need be segregated in any manner except to the extent required by law,
and the Voting Trustee shall not be liable for any interest thereon.
3.3 Stock Dividends. The Voting Trustee shall receive and hold,
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subject to the terms of this Agreement, any voting securities of the Company
issued in respect thereof by reason of any capital reorganization, stock split,
combination, stock dividend or the like and shall issue and deliver Voting Trust
Certificates therefor to the holders of the Voting Trust Certificates in
proportion to their respective interests therein as shown on the books of the
Voting Trustee.
4. The Voting Trustee.
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4.1 Voting of Shares. Until the re-transfer of certificates for
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shares of Capital Stock in exchange for Voting Trust Certificates pursuant to
Section 7.2 hereof, the Voting Trustee shall possess and be entitled in his
discretion to exercise all rights and powers to vote such shares and to give
consents with respect to any lawful corporate action. No holder of Voting Trust
Certificates shall in such capacity have any rights or powers to vote such
shares or to give consents with respect to or otherwise take part in any
corporate action.
4.2 Voting Trustee; Freedom from Stockholder Control. The Voting
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Trustee shall be permitted but not required to seek the advice of the
Stockholder before exercising such voting rights. This authority of the Voting
Trustee shall include, without being limited to, the selection of suitable
persons as directors of the Company. In no event shall the Stockholder have any
claim against the Voting Trustee for any vote cast or not cast by the Voting
Trustee or for the failure of the Voting Trustee to seek the advice of the
Stockholder before exercising such voting rights or for the failure of the
Voting Trustee, if he elects to seek such advice, to follow such advice.
4.3 Removal. Subject to the requirement that a successor trustee be
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appointed in accordance with Section 4.5 hereof to replace the Voting Trustee
whose removal is effected pursuant to this Section 4.3, any Voting Trustee may
be removed at any time for "cause" (which shall be limited to misfeasance,
malfeasance or nonfeasance) by the affirmative vote of, or a written instrument
or instruments signed by, the holders of Voting Trust Certificates representing
a majority of the outstanding shares of Capital Stock of the Company
beneficially owned by the Stockholder.
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4.4 Resignation. Any Voting Trustee may resign at any time upon
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giving 30 days prior written notice of such resignation to the Company and to
the holders of the Voting Trust Certificates. Such resignation shall take effect
upon expiration of such 30 day period, whereupon all powers, rights and
obligations of the resigning Voting Trustee under this Agreement shall cease and
terminate.
4.5 Successor Trustee. Promptly upon (a) receipt of a notice of
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resignation from the Voting Trustee in accordance with Section 4.4 hereof, (b)
removal of the Voting Trustee in accordance with Section 4.3 hereof, or (c) if
any vacancy shall occur in the position of the Voting Trustee by reason of the
loss by the Voting Trustee of his status as a citizen of the United States, the
death of the Voting Trustee, the bankruptcy of the Voting Trustee, the inability
or refusal to act of a Voting Trustee or any other reasons, (i) the successor
trustee shall be Xxxxxxx X. Xxxxxxxx (unless he is, at that time, the Voting
Trustee or is unable or unwilling to serve), in which event (ii) the successor
trustee shall be Xxxxxx X. XxXxxxx (unless he is, at that time, the Voting
Trustee or is unable or unwilling to serve), in which event (iii) a successor
trustee shall be appointed by the special trustees with respect to the Voting
Trust Certificates under the Company 401(k) Plan. Such successor trustee shall
assume all powers, rights and obligations of the Voting Trustee hereunder
immediately upon the later to occur of the resignation or removal of the Voting
Trustee becoming effective and the appointment of the successor Voting Trustee.
If there is at any time a vacancy, the holders of the Voting Trust Certificates
may not exercise the voting power of the stock evidenced by such certificates
and that said voting power will accordingly remain suspended during such
vacancy.
4.6 Fees. The Voting Trustee shall not be entitled to compensation
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for serving as Voting Trustee.
4.7 Voting Trustee Acts as Trustee. In accepting the voting trust,
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the Voting Trustee acts solely as trustee hereunder and not in any individual
capacity, and all persons having any claim against the Voting Trustee by reason
of the transactions contemplated hereby shall not have any recourse to the
Voting Trustee in his individual capacity. In addition to, and not in limitation
of the immediately preceding sentence, to the extent permitted by applicable
law, the Voting Trustee shall not be liable for monetary damages for breach of
fiduciary duty as Voting Trustee or otherwise liable, responsible or accountable
to the Stockholder for monetary damages or otherwise for any acts performed, or
for any failure to act; provided, however, that this provision shall not
eliminate or limit the liability of the Voting Trustee for his own individual
malfeasance. In the event that at any time the Voting Trustee is the owner of
one or more Voting Trust Certificates, in addition to the other limitations of
liability contained in this Agreement, the Voting Trustee shall have no
liability for any action taken or not taken which may affect his interest in the
voting trust or the Capital Stock subject to this Agreement
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differently than other beneficiaries of the voting trust so long as such action
or inaction was taken or not taken, as the case may be, in good faith.
4.8 Voting Trustee as Attorney-In-Fact. The Stockholder (and each
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future holder of a Voting Trust Certificate, by virtue of his acceptance
thereof) hereby expressly authorizes and appoints Voting Trustee (and each
successor Voting Trustee) its attorney-in-fact to take the following actions on
behalf and in the name of the Stockholder and each such future holder, all in
the sole and unqualified discretion of the Voting Trustee: (A) to exercise all
of its rights under (i) that certain Shareholders' Agreement dated as of May 14,
1997 by and among the Company, Stockholder, and TL Ventures III, L.P., a
Delaware limited partnership, TL Ventures III Offshore, L.P., a Cayman Islands
limited partnership, and TL Ventures III Interfund, L.P., a Delaware limited
partnership (collectively, the "TL Entities") as amended as of October 26, 1998
and as of the date hereof (the "Shareholders' Agreement"); and (ii) that certain
Registration Rights Agreement dated May 14, 1997 by and among the Company and
the TL Entities, as amended on October 26, 1998, on which date Stockholder
became a party, and further amended as of the date hereof (the "Registration
Rights Agreement"); and (B) to execute, deliver and enter into all amendments,
modifications, restatements and replacements of the Shareholders' Agreement and
the Registration Rights Agreement including, without limitation, any new
shareholders agreements or registration rights agreements or similar related
agreements, or any other agreements or arrangements relating or with respect to
the Capital Stock. The power of attorney hereby granted in this Section 4.8
shall be irrevocable and shall be deemed to be coupled with an interest.
4.9 No Expenses for the Trustee. The Voting Trustee shall not have
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any obligation by virtue of this Agreement to spend any of his own funds, or to
take any action which could, in the judgment of such Voting Trustee, result in
any cost or expense being incurred by the Voting Trustee other than in
connection with his own obligations hereunder. The Voting Trustee shall not be
required to take any action or refrain from taking any action under this
Agreement unless he shall have been indemnified by the Stockholder in a manner
and form satisfactory to such Voting Trustee against any liability, cost or
expense (including counsel fees) which may be incurred in connection therewith.
No provision of this Agreement shall be deemed to impose any duty on the Voting
Trustee to take any action if the Voting Trustee shall have been advised by
counsel that such action would expose it to personal liability, is contrary to
the terms hereof or is contrary to law.
5. Indemnification of Voting Trustee by Company and Stockholder.
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Stockholder (jointly and severally if more than one) hereby agrees to assume
liability for and do hereby indemnify, protect, save and keep harmless the
Voting Trustee, in both his individual and trust capacities, and his successors,
assigns, agents and servants from and against any and all liabilities,
obligations, losses,
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damages, penalties, taxes, claims, actions, suits, costs, expenses or
disbursements (including legal fees and expenses) of any kind and nature
whatsoever which may be imposed upon, incurred by or asserted against the Voting
Trustee. The indemnities contained in this Section 5 shall survive the
termination of this Agreement.
6. Holders of Voting Trust Certificates Bound. Every registered holder
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of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate
properly endorsed in blank or properly assigned by the acceptance or holding
thereof shall be deemed conclusively for all purposes to have assented to this
Agreement and the Shareholders Agreement (as hereinafter defined) and to all of
their respective terms, conditions and provisions and shall be bound thereby
with the same force and effect as if such holder or bearer had executed this
Agreement and the Shareholders Agreement.
7. Termination.
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7.1 Termination Date. The voting trust created by this Agreement
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shall terminate upon the occurrence of the first to occur of the following
events:
(a) delivery to the Company by the Voting Trustee of a written
instrument terminating the Voting Trust Agreement, provided that, at the time of
such action, the voting stock of the Company has been the subject of a public
offering registered under the Securities Act of 1933, as amended, and is
admitted for trading on a United States national securities exchange or over the
counter market or automated quotation system, including, without limitation, the
NASDAQ National Market System; or
(b) the expiration of twenty-one (21) years less one (1) day
after the date of this Agreement.
In addition, in the event of dissolution or total liquidation of the
Company, whether voluntary or involuntary, the Voting Trustee shall receive the
cash, securities, rights or property to which the holders of the Voting Trust
Certificates are entitled, and shall promptly distribute the same among such
holders, whereupon this Agreement shall terminate without further action by any
person. In the event that a holder of a Voting Trust Certificate would be
entitled to receive a fractional security in the distribution described in the
immediately preceding sentence, the Voting Trustee, in his sole, absolute and
non-reviewable discretion, may elect to round such fraction up or down to the
next whole number and make the distribution based on such rounding, and the
distribution made by the Voting Trustee as a result of such rounding shall be
deemed in compliance with his obligations under the immediately preceding
sentence.
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7.2 Exchange of Shares and Voting Trust Certificates. Upon
termination of this Agreement, the Voting Trustee, in exchange for or upon
surrender of any Voting Trust Certificates then outstanding, shall, in
accordance with the terms thereof and from the certificates for shares of
Capital Stock received and held by it hereunder, deliver to the holders of
Voting Trust Certificates endorsed in blank for shares of Capital Stock
representing the same number of shares of Capital Stock as are represented by
such Voting Trust Certificates (subject to any rounding done by the Voting
Trustee pursuant to Section 7.1), and thereupon all liability of the Voting
Trustee for delivery of such certificates shall terminate. The Voting Trustee
may require the holders of Voting Trust Certificates to exchange their Voting
Trust Certificates for certificates so received for such shares of Capital
Stock.
8. Notices. All notices in connection with this agreement shall be in
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writing and shall be given by registered mail, overnight courier, personal
delivery, cable or telefax, addressed as follows:
Company: Naviant Technology Solutions, Inc.
00 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: President
Telefax: 610/355-2428
Telephone: 610/000-0000
Voting Trustee: J. Xxxxxxx Xxxxxxxx
Chairman and Chief Executive Officer
MRJ Group, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Telefax: 703/277-1717
Telephone: 703/000-0000
Stockholder: MRJ Group, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: President
Telefax: 703/277-1717
Telephone: 703/000-0000
With copies to: Xxxxx & Xxxxxxx
0000 Xxxxxxxxxx Xxxxx
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XxXxxx, XX 00000
Attention: Xxxxxxx X. X. Xxxxxx, Esq.
Telefax: (000) 000-0000
Telephone: (000) 000-0000
or, as to any party, to such other address as such party shall from time to time
designate by written notice to the other parties. The effective date of any
notice given in connection with this Agreement shall be the date on which it is
received by the addressee.
9. Miscellaneous. The terms of this Agreement shall be binding upon and
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inure to the benefit of and shall be enforceable by the Company, the Stockholder
and the Voting Trustee and their respective successors and assigns. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware (but not including the choice of law rules
thereof). In case any provision of this Agreement shall be held to be invalid
or unenforceable in whole or in part, neither the validity nor the
enforceability of the remainder of this Agreement shall in any way be affected.
This Agreement may be amended at any time by a writing signed by the Voting
Trustee and the holders of Voting Trust Certificates representing a majority of
the outstanding shares of Capital Stock of the Company beneficially owned by all
holders of Voting Trust Certificates. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
provisions hereof. Copies of this Agreement and of every agreement amending or
supplementing this Agreement shall be kept by the Voting Trustee and by the
Company on file in its offices, which are located in Newtown Square,
Pennsylvania, and in registered office located in Wilmington, Delaware, each of
which shall be open to inspection in accordance with the requirements of law.
10. Consent to Jurisdiction; Waiver of Immunities. The Company and the
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Stockholder hereby irrevocably submit to the jurisdiction of the Courts of the
State of Delaware or the United States Federal Courts sitting therein, in any
action or proceeding brought to enforce or otherwise arising out of or relating
to this Agreement. The Company and the Stockholder irrevocably consent to the
service of any and all process in any such process to the Company or the
Stockholder by registered or certified mail at its address designated in Section
8. In addition, the Stockholder and the Company hereby irrevocably waive to the
fullest extent permitted by law any objection which they may now or hereafter
have to the laying of venue in any such action or proceeding in the Courts of
the State of Delaware or the United States Federal Courts sitting therein, and
hereby further irrevocably waive any claim that any such forum is an
inconvenient forum. The Stockholder and the Company agree that a final judgment
in any such action or proceeding shall
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be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law.
12. Counterparts. This Voting Trust Agreement may be executed in
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counterparts, each of which may be deemed to be an original instrument but all
of which together shall constitute but one instrument and only one set of rights
and obligations shall arise therefrom.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement,
or have caused this Voting Trust Agreement to be executed as of the date first
above written.
COMPANY:
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Naviant Technology Solutions, Inc.
By /s/ Xxxxx X. Xxxxx (Seal)
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Printed Name: Xxxxx X. Xxxxx
Title: President and CEO
TRUSTEE:
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/s/ J. Xxxxxxx Xxxxxxxx, (Seal)
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J. Xxxxxxx Xxxxxxxx, as Trustee
STOCKHOLDER:
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MRJ Group, Inc.
By /s/ J. Xxxxxxx Xxxxxxxx (Seal)
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Printed Name: J. Xxxxxxx Xxxxxxxx
Title: Chairman and Chief Executive
Officer
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EXHIBIT A
VOTING TRUST CERTIFICATE
EXHIBIT A
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to Voting Trust Agreement
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, PLEDGED, SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
Sale, pledge or other disposition or transfer of this Voting Trust Certificate
and the shares of stock of Naviant Technology Solutions, Inc., a Delaware
corporation (the "Company"), represented hereby, is restricted by the terms of a
Voting Trust Agreement dated as of _____________, 1999, which may be examined at
the offices of the Company, which offices are located in Newtown Square,
Pennsylvania and at its registered office in Delaware, Corporation Service
Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx.
NAVIANT TECHNOLOGY SOLUTIONS, INC.
No. __________ _________ Shares
VOTING TRUST CERTIFICATE
THIS IS TO CERTIFY THAT:
1. This Certificate is issued pursuant to, and the rights of the holder
hereof are subject to, the terms and conditions of a Voting Trust Agreement,
dated as of ___________, 1999 (the "Voting Trust Agreement"), by and among
NAVIANT TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Company"), MRJ
GROUP, INC., a Delaware corporation (the "Stockholder"), and J. XXXXXXX
XXXXXXXX, as voting trustee (together with his successors, the "Voting
Trustee"). Copies of the Voting Trust Agreement are kept on file by the Voting
Trustee and by the Company, in its office in Newtown Square, Pennsylvania and
are open to inspection in accordance with the requirements of law.
2. By delivery of this Certificate, the holder hereof and every
transferee agree to be bound by the terms of this Certificate and of the Voting
Trust Agreement.
3. Upon the termination of the Voting Trust Agreement as provided
therein, the holder shall be entitled to receive a certificate or certificates
endorsed in blank for an aggregate of _________ shares of the Company's common
stock, par value $_______ per share and _________ shares of the Company's Series
B preferred stock, par value $_______ per share (the common stock and Series B
preferred Stock
of the Company being referred to collectively herein as the "Capital Stock")
(subject, however, to the Voting Trustee's right on distribution to round any
fractional shares up or down to the next whole share, as more fully described in
the Voting Trust Agreement), and in the meantime from time to time to receive
payment equal to cash dividends, if any, collected by or for the account of the
Voting Trustee upon a like number of such shares standing in its name. If the
Voting Trustee shall receive any certificates for shares of Capital Stock issued
by way of dividend upon or in exchange for the certificates for shares
represented by this Certificate, the Voting Trustee shall hold such certificates
in accordance with the terms of the Voting Trust Agreement and shall issue
Voting Trust Certificates therefor.
4. Until the re-transfer to the holder hereof of certificates for the
shares of Capital Stock represented by this Certificate, the Voting Trustee
shall possess and be entitled in his discretion to exercise all rights and
powers to vote such shares as provided in the Voting Trust Agreement, and to
give consents with respect to any lawful corporate action, and no holder of this
Certificate shall in such capacity have any rights or powers to vote such shares
or to give consents with respect to or otherwise take part in any corporate
action.
5. This Certificate is not transferable without the prior written
consent of the Voting Trustee, which may be granted or withheld in his sole,
absolute and non-reviewable discretion, except in the event of a Permitted
Transfers (as defined in the Voting Trust Agreement). The Permitted Transfers
shall occur on the books of the Voting Trustee to be kept by him or his agents
upon surrender hereof (duly endorsed in blank or accompanied by a proper
instrument of assignment duly executed in blank, together with all requisite
transfer tax stamps attached thereto and an amount sufficient to pay all state
and local taxes or other governmental charges, if any, then payable in respect
of such transfer) by the registered holder in person or by such holder's duly
authorized attorney. Until this Certificate is transferred as above, the Voting
Trustee may treat the registered holder hereof as the absolute owner hereof for
all purposes whatsoever.
6. This Certificate is not valid unless signed by the Voting Trustee.
IN WITNESS WHEREOF, the undersigned Voting Trustee has caused this
Certificate to be signed this ______ day of _____________, ____.
Voting Trustee:
____________________________________(Seal)
J. Xxxxxxx Xxxxxxxx, as Trustee
