VOTING TRUST AGREEMENT
This VOTING TRUST AGREEMENT (this "Agreement") is made this 25th day
of March, 1999, by and among Xxxxx Xxxxx ("Trustee"), Xxxxx X. Xxxxxxx
(Successor Trustee") and those persons whose names are set forth on EXHIBIT A,
as amended from time to time, which by this reference is incorporated herein and
made a part hereof (collectively, the "Shareholders" and each is a
"Shareholder").
RECITALS
WHEREAS, the Shareholders are the owners of shares of common stock of
SHC Corp., an Illinois corporation f/k/a VictorMaxx Technologies, Inc., an
Illinois corporation (the "Company") in the amounts set forth opposite their
respective names on EXHIBIT A (collectively, the "Shares");
WHEREAS, the Shareholders desire the Shares to be held in trust for
the benefit of the Shareholders, subject to the terms and conditions set forth
herein;
WHEREAS, Shareholders believe it to be in their best interest to
deposit the Shares with Trustee and to give to Trustee as their agent and
attorney-in-fact irrevocable powers as are set forth under the terms and
conditions of this Agreement;
NOW THEREFORE, in consideration of the recitals foregoing, the
covenants herein contained, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree, as follows:
1. ASSIGNMENT OF SHARES TO TRUSTEE. Shareholders hereby assign their
respective Shares to Trustee and severally agree to retain the stock
certificates evidencing the Shares with Trustee, with proper transfers in favor
of the Trustee, and to receive in exchange voting trust certificates as set
forth in Paragraph 4 ("Certificates"), and the Shares deposited shall be
transferred upon the books of Company to the name of Trustee, who is fully
authorized and empowered to cause the transfers to be made, and also to cause
any further transfers of the Shares to be made which may become necessary
through any change of the persons holding the office of the trustee, as provided
herein. Shareholders agree to execute and deliver to Trustee stock powers or
similar instruments necessary to transfer the Shares, duly executed and
medallion guaranteed. During the term of this Agreement, Trustee shall possess
the legal title to the Shares and be entitled to exercise all rights of every
kind and nature, including the right to vote in person or by proxy, in any
respect to the Shares. It is understood, however, that the holders of the
Certificates to be issued by Trustee shall be entitled to receive payments of
all dividends other than pro-rata distributions of additional voting shares of
the Company by way of stock dividends or partial liquidations, if any, declared
by the Company with respect to the Shares. It is further understood that any
stock distributions shall be issued in the name of the Trustee as additional
deposits and that the Trustee shall issue additional Certificates in regard to
the same.
Page No. 1
2. TRUSTEE PROVISIONS.
(a) WAIVERS. To the extent that any such requirement may lawfully
be waived, no trustee shall be required to give any bond as trustee; to qualify
before, be appointed by or, in the absence of breach of trust, account to any
court; to obtain the order of approval of any court in the exercise of any power
of discretion;
(b) COMPENSATION; EXPENSES. Trustee shall not be entitled to any
compensation for its services as trustee, but the Shareholders shall reimburse
it and hold it harmless for any expenses and disbursements reasonably incurred
in connection with any litigation which may arise in respect to this Agreement
or in respect to the Company, to which the Trustee is a necessary party. Trustee
shall be entitled to be reimbursed for any reasonable expenses in connection
with Trustee's duties hereunder, including, but not limited to, reasonable
attorneys fees;
(c) TRUSTEE RELIANCE. The Trustee may rely upon any notice,
certificate, affidavit, letter, telegram or other paper or document believed by
it to be genuine, or upon any evidence deemed by it to be sufficient, in making
any payment or distribution. The Trustee shall not incur any liability for any
payment of distribution made in good faith and without actual notice or
knowledge of a changed condition or status affecting any Shareholder's interest
in the trust; and
(d) OPTION TO SELL SHARES. During the Term (as hereinafter
defined) of this Agreement, the Trustee shall have the option, in Trustee's sole
and absolute discretion, to sell any or all of the Shares (a "Sale"), provided
that:
(i) any Sale of Shares shall be either (aa) at market value
(as reflected in the trading price of the Shares on the
OTC Bulletin Board) or (ii) to a third party in a
transaction negotiated at arms length; and
(ii) any Sale of Shares shall be allocated prorata among all
of the Shareholders.
(e) RIGHT OF FIRST REFUSAL.
(i) VOLUNTARY SALE OF SHARES BY SHAREHOLDER.
(aa) NOTICE. If, at any time, a Shareholder receives a
bona fide offer (an "Offer") to purchase any or
all of his Shares, such Shareholder (the "Selling
Shareholder") shall give written notice (the
"Notice") to the Trustee of such Offer, which
Notice shall contain all of the material terms and
conditions of the Offer, including but not limited
to, the number of
Page No. 2
Shares, the price per Share, and the payment
terms.
(bb) TRUSTEE'S RIGHT TO ACCEPT THE OFFER. The Trustee
shall have the right to purchase from such Selling
Shareholder, on behalf of the other Shareholders
all of the Shares which are the subject of the
Offer by so notifying the Selling Shareholder in
writing, within thirty (30) days after the giving
of the Notice, of its intention to do so.
(cc) FUNDS FOR PURCHASE. In the event that Trustee has
elected to purchase shares pursuant to (bb) above,
Trustee shall notify each of the non-selling
Shareholders of such election as soon as is
practicable. Each non-selling Shareholder shall
have the right to purchase such Shares in an
amount proportionate to the number of Shares held
under this Agreement owned by such Shareholder,
and any such Shares shall be held pursuant to this
Agreement.
(dd) UNPURCHASED SHARES. If the Trustee elects not to
purchase the Shares offered pursuant to this
Section 3, the Selling Shareholder shall sell all
such remaining Shares pursuant to the Offer. In
the event that such sale is not consummated within
sixty (60) day from the date of the Notice, the
subject Shares shall again become subject to the
terms of this Agreement as if the Offer had never
been made.
(ee) ALLOCATIONS OF PURCHASE SHARES. Any Shares
purchased pursuant to this Section shall be
allocated prorata among the then existing
Shareholders in accordance with amounts
contributed pursuant to (cc) above.
(ii) DEATH OF A SHAREHOLDER. Upon the death of any
Shareholder, any Shares held in ----------------------
the name of such deceased Shareholder shall continue to
be held subject to the terms and conditions of this
Agreement as if they remained in the ownership of the
deceased Shareholder. The estate or a representative
thereof, shall deliver written notice of the death of
Shareholder within sixty (60) days of death and any
persons to whom the Shares will be allocated will be
issued voting trust Certificates and will take such
Certificates and the Shares subject to the terms of
this Agreement.
Page No. 3
(f) Nothing contained herein shall deprive the Trustee of the
privileges enjoyed by all Shareholders in regard to any Certificates issued to
them, subject to any duties owed by Trustee as Trustee to Shareholder and
Company.
4. CERTIFICATE. Trustee hereby agrees with Shareholders that from time
to time, upon request, Trustee will cause Certificates to be issued to
Shareholders in respect to all Shares held herein, in an aggregate amount equal
to the amount of all Shares held herein. The Certificates shall be in
substantially the following form:
SHC Corp.
Voting Trust Certificate
Certificate No. ______ Voting Trust Certificate ______ shares
This certifies that ______ shares of the common stock of the
above-named corporation are being held for the benefit of ______ with the
trustee named, under a voting trust agreement, dated ______, between Xxxxx
Xxxxx, as trustee, and certain shareholders of the corporation. This certificate
and the interest represented is transferable only on the books of the trustee
upon its presentation and surrender and in strict accordance with the terms of
the Voting Trust Agreements. The holder of this certificate takes the same
subject to all the terms and conditions of the above voting trust agreement
between the trustee and the shareholders of the above named corporation, and
becomes a party to the agreement and is entitled to its benefits.
In witness, the trustee has caused this certificate to be signed this
___ day of ______, 1999.
--------------------------
Trustee
5. DIVIDENDS. Except as otherwise provided, upon the declaration of
any dividends by Company with respect to the Shares, Trustee shall cause all
dividends to be distributed by Company pro rata among the Shareholders in
proportion to the number of Shares represented by the Certificates issued to and
held by each of them.
6. TERM. This Agreement is effective as of May ___, 1999 and shall
remain in force between the parties to and including the ______ day of May,
2004, at 12:00 p.m., CST (the "Term").
7. EVENTS OF TERMINATION. This Agreement and all restrictions on the
Shares transfers created hereby shall terminate on the occurrence of any of the
following:
a) A single Shareholder becoming the sole-owner of all of the
Shares;
Page No. 4
b) The execution of a written instrument which expressly
terminates this Agreement by all of the Shareholders; or
c) the expiration of the Term.
8. COMPANY LIQUIDATION. In the event of dissolution or liquidation of
Company during the period of this Agreement, in such a manner as to entitle the
holders of shares of any class of its stock to liquidating dividends, Trustee
shall cause all liquidating dividends to be distributed by Company pro rata
among Shareholders in proportion to the number of shares of those respective
classes of stock upon which liquidating dividends are paid, represented by the
Certificates issued to and held by each of them.
9. COMPANY MERGER. In the event of a merger or consolidation involving
Company, the termination date shall be accelerated to the effective date of the
consolidation or merger unless the Trustee gives notice not later than thirty
days after the merger or consolidation, to the holders of the Certificates of an
election to continue this Agreement for its full term, substituting where
appropriate the voting shares issued out of the consolidation or merger for the
Shares deposited with Trustee.
10. DISTRIBUTION. Upon the termination of this Agreement, certificates
for the Shares deposited with Trustee shall be delivered by Trustee to the
holders of the Certificates, in the proportion of their respective holdings,
upon presentation and surrender to Trustee of the Certificates.
11. SUCCESSOR TRUSTEE. Upon the death, disability or resignation of
Trustee, the Successor Trustee shall become the Trustee hereunder and shall
appoint a Second Successor Trustee. In the event of the death, disability or
resignation of Successor Trustee, the Second Successor Trustee shall become the
Trustee hereunder. In the event of the death, disability or resignation of the
Second Successor Trustee, the vacancy so occurring shall be filled by a majority
vote of the holders of Shares represented by the Certificates. Any and all
successor trustees shall have all the powers, rights, discretions, obligations,
and immunities given in this instrument to the original trustee. Successor
trustees shall not be liable for the acts or omissions of predecessor trustee.
Any trustee hereunder may resign at any time by giving thirty (30) days written
notice, specifying the effective date of the resignation, to the Shareholders.
Any successor trustee hereunder shall have all the title, powers and discretion
of the trustee succeeded, without the necessity of any conveyance or transfer;
the word "Trustee" includes any successor trustee or trustees.
12. BUSINESS JUDGMENT. In voting on all matters which may come before
any meeting of Shareholders, Trustee shall exercise its best judgment, but it is
understood that Trustee incurs no responsibility by reason of any error of law
or by any matter or thing done or omitted under this Agreement, except for its
own individual willful misconduct or gross negligence.
Page No. 5
13. ADDITIONAL DEPOSITS OR SHAREHOLDERS. From time to time after this
Agreement has taken effect, Trustee may receive deposits of any additional stock
certificates representing fully-paid shares of the common or other voting stock
of the Company, upon the terms and under the conditions of this Agreement, and
in respect of all deposits received, Trustee shall issue and deliver
Certificates similar to those mentioned above entitling the holders to all the
rights specified above. Any new Shareholder should execute form attached hereto
as EXHIBIT B as a condition to depositing his or her shares hereunder.
14. ACCEPTANCE: Trustee, by signing this Agreement, accepts the trust
created.
15. SURVIVAL: The termination of this Agreement for any reason shall
not affect any right or remedy existing hereunder prior to the effective date of
a termination hereof.
16. STOCK RESTRICTIONS: Neither Company, Trustee or any Shareholder
shall assign, hypothecate, pledge, sell or transfer any Stock or Certificate to
any other person or entity during the term of this Agreement. Additionally,
Company shall not authorize or issue any other shares of stock of Company during
the term of this Agreement.
17. MISCELLANEOUS:
(a) RECITALS: The recitals are hereby incorporated into and as
part of this Agreement.
(b) CAPTIONS: The captions or headings in this Agreement are for
convenience only and shall not be deemed to explain, limit or amplify any term,
provision or covenant hereof;
(c) AMENDMENTS: This Agreement supersedes any and all prior
agreements entered into between the parties in regard to the subject matter
herein and renders such prior Agreements, null and void without any further
binding effect; no amendment, modification or alteration of the terms hereof
shall be binding unless the same is executed in writing by all parties.
(d) BINDING EFFECT: The terms, provisions and covenants of this
Agreement shall inure to the benefit of and be binding upon the party, its
successors and permitted assigns and shall not benefit or create any right or
cause of action in or on behalf of any other;
(e) VALIDITY OF AGREEMENT: If any term, provision or covenant of
this Agreement is found invalid, void or unenforceable, the remainder of the
terms provisions and covenants shall remain in full force and effect and shall
not in any way be affected, impaired or invalidated. Any court of competent
jurisdiction so curtailing or limiting the validity or enforceability of any
provision contained herein shall curtail or limit said provision to the extent
necessary to permit compliance with the minimum legal requirements;
Page No. 6
(f) CUMULATIVE RIGHTS: Each party shall have the right and power
to avail itself of any of the remedies available under this instrument and the
laws of the State of Illinois; any of which remedies may be exercised
concurrently or successively with any other remedies;
(g) NON-WAIVER OF RIGHTS: Failure to insist upon strict
compliance with any of the terms, provisions or covenants of this Agreement
shall not be deemed to be a waiver by such party of any such term, provision or
covenant, nor shall any waiver nor relinquishment of any right or power under
this Agreement at any time be deemed to be a waiver or relinquishment of such
right or power at any other time;
(h) FURTHER ACTS: Upon request by any party, the other parties
hereto and each of them shall do such other and further acts and execute and
deliver such other or further documents as may be reasonably requested to
accomplish any and all of the purposes specified in this Agreement;
(i) NOTICE TO PARTIES: Any notices provided for by this Agreement
shall be made in writing and deemed receipted (1) upon the actual delivery of
the notice into the hands of the parties entitled thereto, or (2) upon the
mailing of the notice in the mail at the last known address of the party
entitled thereto, certified mail, return receipt requested.
(j) LAW: This Agreement shall be construed pursuant to the laws
of the State of Illinois.
(k) COUNTERPARTS: This Agreement is executed in ____ (__)
counterparts, each of which shall be deemed an original but all of which shall
together constitute and be deemed one and the same Agreement with one (1) copy
being tendered to each of the Company, Trustee and Shareholders.
IN WITNESS WHEREOF, the parties hereto have executed this instrument
on the _____ day of May ___, 1999, in Chicago, Illinois.
TRUSTEE: SUCCESSOR TRUSTEE:
By: ____________________________ By: ____________________________
XXXXX XXXXX XXXXX X. XXXXXXX
Page No. 7
