Common use of Trust Certificate Clause in Contracts

Trust Certificate. No. _____ ______ Shares of Common Stock The undersigned trustee, voting trustee of shares of American Card Technology, Inc., under an agreement dated __________, 1998 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that ______________________ (the "Holder") will be entitled to receive a certificate for __________ (_____) fully paid shares of the Common Stock of American Card Technology, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the trust agreement; provided, however, that in the event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of American Card Technology, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof as the true owner for all purposes, except the delivery of share certificates, which delivery shall not be made without the surrender hereof.