Common use of Voting Trust Certificate Clause in Contracts

Voting Trust Certificate. 2.1. Upon surrender and cancellation of the stock certificates representing the Shares held by Xxxxxxxxx, the Voting Trustee shall cause to be issued, in respect of the stock of the Corporation held by Xxxxxxxxx, pursuant to the terms of this Agreement, a voting trust certificate in substantially the following form: This Voting Trust Certificate is subject to the terms, restrictions, and conditions of a Voting Trust Agreement on file with VitaCube Systems Holdings, Inc., dated February 28, 2005. The securities represented by this Voting Trust Certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for considerations) by the holder except upon the issuance to the Voting Trustee of a favorable opinion of holder’s counsel or submission to the Voting Trustee of such other evidence as may be satisfactory to counsel to the Voting Trustee, to the effect that any such transfer shall not be in violation of the Act and the State Acts. VITACUBE SYSTEMS HOLDINGS, INC. COMMON STOCK VOTING TRUST CERTIFICATE THIS IS TO CERTIFY that on the day of , 2010, Xxxxxxx X. Xxxxxxxxx shall be entitled to receive a stock certificate or certificates, expressed to be fully paid and non-assessable, for shares of the common stock, of VitaCube Systems Holdings, Inc. (the “Common Stock”), and, in the meantime, to receive payments equal to the amount of dividends or other distributions, if any, collected by the Voting Trustee upon a like number of such shares standing in his name, subject to the terms and conditions of the Voting Trust Agreement dated February 28, 2005 (the “Agreement”). Until the actual transfer of such stock certificate or certificates, the Voting Trustee shall possess and shall be entitled subject to the terms of the Agreement, to exercise the right to vote in respect of any or all of such Common Stock except as in the Agreement expressly limited; it being expressly agreed that no voting right shall pass to others by or under this certificate, or by or under any agreement express or implied. This certificate is issued pursuant to, and the rights of the holder are subject to and limited by, the terms and conditions of the Agreement, which Agreement is on file in the principal office of the Corporation. The holder hereof, his guardians, personal and legal representatives and assigns, by the acceptance hereof, expressly assent to all of the terms and conditions of the Agreement, including the assumption of such obligations and liabilities as are mentioned therein. The shares represented by this Certificate may be transferred as provided in the Agreement by the registered holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. Until so transferred, the Voting Trustee may treat the registered holder as owner hereof for all purposes except as otherwise provided in the Agreement. This certificate is not valid unless duly signed by the Voting Trustee as of the date of issuance hereof. No assignment, transfer, sale or alienation of this certificate or the shares represented hereby shall be valid or effective unless all terms, conditions and provisions hereof and in the Agreement above referred to shall have been fully complied with.

Voting Trust Certificate. 2.1. Upon surrender and cancellation of the stock certificates representing the Shares held by Xxxxxxxxx, the A Voting Trustee shall cause Trust Certificate to be issued, in respect of the stock of the Corporation held by Xxxxxxxxx, pursuant issued and delivered to the terms of this Agreement, a voting trust certificate Grantor shall be in substantially the following form, the terms of which are herein incorporated by reference: This Voting Trust Certificate is subject VOTING TRUST CERTIFICATE Number VTC Shares THIS VOTING TRUST CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF AUGUST , 2001 BY AND AMONG INCUS CO. LTD., XXXXXX XXXX XXXX, AND AND , AS TRUSTEES, A COPY OF WHICH IS ON FILE AT THE OFFICE OF LAREDO NATIONAL BANCSHARES. SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY SHAREHOLDER OF LAREDO NATIONAL BANCSHARES OR ANY BENEFICIARY OF THE VOTING TRUST CREATED BY SUCH VOTING TRUST AGREEMENT. THIS CERTIFICATE AND THE INTEREST REPRESENTED HEREBY ARE TRANSFERABLE ONLY ON THE BOOKS OF SUCH TRUSTEES, UPON THE PRESENTATION AND SURRENDER HEREOF. THIS CERTIFIES THAT Incus Co. Ltd. has deposited certificates evidencing 458,887 shares of common stock, $1.00 par value, of Laredo National Bancshares, a Texas corporation (hereinafter “BHC ”), with the undersigned Trustees pursuant to the terms, restrictions, and conditions of a Voting Trust Agreement on file with VitaCube Systems Holdingsdated as of August , Inc.2001, dated February 28by and among Incus Co. Ltd., 2005. The securities represented by this Xxxxxx Xxxx Xxxx and and , as Trustees, a copy of which Voting Trust Certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for considerations) by the holder except upon the issuance to the Voting Trustee of a favorable opinion of holder’s counsel or submission to the Voting Trustee of such other evidence as may be satisfactory to counsel to the Voting Trustee, to the effect that any such transfer shall not be in violation of the Act and the State Acts. VITACUBE SYSTEMS HOLDINGS, INC. COMMON STOCK VOTING TRUST CERTIFICATE THIS IS TO CERTIFY that on the day of , 2010, Xxxxxxx X. Xxxxxxxxx shall be entitled to receive a stock certificate or certificates, expressed to be fully paid and non-assessable, for shares of the common stock, of VitaCube Systems Holdings, Inc. (the “Common Stock”), and, in the meantime, to receive payments equal to the amount of dividends or other distributions, if any, collected by the Voting Trustee upon a like number of such shares standing in his name, subject to the terms and conditions of the Voting Trust Agreement dated February 28, 2005 (the “Agreement”). Until the actual transfer of such stock certificate or certificates, the Voting Trustee shall possess and shall be entitled subject to the terms of the Agreement, to exercise the right to vote in respect of any or all of such Common Stock except as in the Agreement expressly limited; it being expressly agreed that no voting right shall pass to others by or under this certificate, or by or under any agreement express or implied. This certificate is issued pursuant to, and the rights of the holder are subject to and limited by, the terms and conditions of the Agreement, which Agreement is on file in the principal office of the CorporationBHC at 000 Xxx Xxxxxxxx Xxxxxx, Laredo, Texas 78040. The holder hereofof this Certificate will be entitled to receive payments from dividends, his guardians, personal and legal representatives and assigns, liquidating or other distributions or sales proceeds collected by the acceptance hereofTrustees with respect to such number of shares, expressly assent and, upon the termination of the Voting Trust Agreement, to delivery of such shares, or to delivery of the proceeds received from the sale of such shares, all as provided by the Voting Trust Agreement. The holder of this Certificate takes it subject to all of the terms and conditions of the Agreement, including the assumption aforesaid Voting Trust Agreement and by acceptance of such obligations and liabilities as are mentioned therein. The shares represented by this Certificate may be transferred as provided in the Agreement by the registered holder hereof in person or by duly authorized attorney, upon surrender acknowledges that receipt of this certificate properly endorsed. Until so transferred, the Voting Trustee may treat the registered holder as owner hereof Certificate is for all investment purposes except as otherwise provided in the Agreement. This certificate is and not valid unless duly signed by the Voting Trustee as of the date of issuance hereof. No assignment, transfer, sale or alienation of this certificate or the shares represented hereby shall be valid or effective unless all terms, conditions and provisions hereof and in the Agreement above referred with a view to shall have been fully complied withdistribution.

Voting Trust Certificate. 2.1. Upon surrender and cancellation of the stock certificates representing the Shares held by Xxxxxxxxx, the The Voting Trustee shall cause Trust Certificate to be issued, in respect of the stock of the Corporation held by Xxxxxxxxx, pursuant issued and delivered to the terms of this Agreement, a voting trust certificate each Grantor shall be in substantially the following form, the terms of which are herein incorporated by reference: This "VOTING TRUST CERTIFICATE Number VTC ___________________ Shares THIS VOTING TRUST CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF ___________,1998 BETWEEN PUTRA MASAGUNG, P.T. GUNUNG AGUNG, AND ________________, AS TRUSTEE, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE SAN FRANCISCO COMPANY. SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE SAN FRANCISCO COMPANY OR ANY BENEFICIARY OF THE VOTING TRUST CREATED BY SUCH VOTING TRUST AGREEMENT. Voting Trust Certificate THIS CERTIFIES THAT ____________ is subject the beneficial owner of __________ shares of the Class A Common Stock of the San Francisco Company, a Delaware corporation (hereinafter "BHC"), deposited with the undersigned Trustee pursuant to the terms, restrictions, and conditions of a Voting Trust Agreement dated as of _________, 1998, by and among Putra Masagung, P.T. Gunung Agung and Xxxx Xxxxx, as Trustee, a copy of which Voting Trust Agreement is on file with VitaCube Systems Holdingsin the office of BHC at 000 Xxxxxxxxxx Xxxxxx, Inc.San Francisco, dated February 28California, 2005and in the registered office BHC at CT Corporation System, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The securities represented by holder of this Voting Trust Certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for considerations) by the holder except upon the issuance to the Voting Trustee of a favorable opinion of holder’s counsel or submission to the Voting Trustee of such other evidence as may be satisfactory to counsel to the Voting Trustee, to the effect that any such transfer shall not be in violation of the Act and the State Acts. VITACUBE SYSTEMS HOLDINGS, INC. COMMON STOCK VOTING TRUST CERTIFICATE THIS IS TO CERTIFY that on the day of , 2010, Xxxxxxx X. Xxxxxxxxx shall will be entitled to receive a stock certificate or certificates, expressed to be fully paid and non-assessable, for shares of the common stock, of VitaCube Systems Holdings, Inc. (the “Common Stock”), and, in the meantime, to receive payments equal to the amount of dividends any and all cash dividends, liquidating distributions or other distributions, if any, cash sales proceeds collected by the Voting Trustee upon a like with respect to such number of shares, and, upon the termination of the Voting Trust Agreement, to delivery of the proceeds received from the sale of such shares standing in his nameshares, all as provided by the Voting Trust Agreement. The holder of this Certificate takes it subject to all the terms and conditions of the aforesaid Voting Trust Agreement dated February 28, 2005 (the “Agreement”). Until the actual transfer and by acceptance of such stock certificate or certificates, the Voting Trustee shall possess and shall be entitled subject to the terms this Certificate acknowledges that receipt of the Agreement, Certificate is for investment purposes and not with a view to exercise the right to vote in respect of any or all of such Common Stock except as in the Agreement expressly limited; it being expressly agreed that no voting right shall pass to others by or under this certificate, or by or under any agreement express or implied. This certificate is issued pursuant to, and the rights of the holder are subject to and limited by, the terms and conditions of the Agreement, which Agreement is on file in the principal office of the Corporation. The holder hereof, his guardians, personal and legal representatives and assigns, by the acceptance hereof, expressly assent to all of the terms and conditions of the Agreement, including the assumption of such obligations and liabilities as are mentioned therein. The shares represented by this Certificate may be transferred as provided in the Agreement by the registered holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. Until so transferred, the Voting Trustee may treat the registered holder as owner hereof for all purposes except as otherwise provided in the Agreement. This certificate is not valid unless duly signed by the Voting Trustee as of the date of issuance hereof. No assignment, transfer, sale or alienation of this certificate or the shares represented hereby shall be valid or effective unless all terms, conditions and provisions hereof and in the Agreement above referred to shall have been fully complied withdistribution.

Voting Trust Certificate. 2.1. Upon surrender and cancellation Contemporaneously with the deposit of the stock certificates representing the Shares held by XxxxxxxxxOutstanding Shares, the Voting Trustee shall cause to be issuedissue, in the name of the applicable Beneficiary, a Voting Trust Certificate in respect of the stock of the Corporation held Outstanding Shares delivered by Xxxxxxxxx, pursuant to the terms of this Agreement, a voting trust certificate in substantially the following form: This Voting Trust Certificate is subject to the terms, restrictions, and conditions of a Voting Trust Agreement on file with VitaCube Systems Holdings, Inc., dated February 28, 2005. The securities represented by this Voting Trust Certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for considerations) by the holder except upon the issuance such Beneficiary to the Voting Trustee pursuant to the term hereof, which Voting Trust Certificate shall be in the form of a favorable opinion Exhibit “A” attached hereto. Upon the delivery of holder’s counsel or submission any other Shares to the Voting Trustee of such other evidence as may be satisfactory to counsel to the Voting Trustee, to the effect that any such transfer shall not be contemplated in violation of the Act and the State Acts. VITACUBE SYSTEMS HOLDINGS, INC. COMMON STOCK VOTING TRUST CERTIFICATE THIS IS TO CERTIFY that on the day of , 2010, Xxxxxxx X. Xxxxxxxxx shall be entitled to receive a stock certificate or certificates, expressed to be fully paid and non-assessable, for shares of the common stock, of VitaCube Systems Holdings, Inc. (the “Common Stock”), and, in the meantime, to receive payments equal to the amount of dividends or other distributions, if any, collected by the Voting Trustee upon a like number of such shares standing in his name, subject to the terms and conditions of the Voting Trust Agreement dated February 28, 2005 (the “Agreement”). Until the actual transfer of such stock certificate or certificatesSection 2 above, the Voting Trustee shall possess issue, in the name of the applicable Beneficiary, a similar Voting Trust Certificate in respect of such additional Shares. The Voting Trustee shall maintain a register of all holders of outstanding Voting Trust Certificates. Any transfer of Voting Trust Certificates or of the Shares which comply with all restrictions thereon shall be recorded in said register and shall be entitled vest in the transferee all rights of the transferor and shall subject the transferee to the same limitations as those imposed upon the transferor by the terms of the Voting Trust Certificate so transferred and this Voting Trust Agreement, provided, that (i) Shares transferred in an open market sale; and (ii) Shares transferred pursuant to exercise a bona fide transfer to an Unaffiliated Holder (as hereinafter defined), shall not be subject to the right limitations imposed by the terms of the Voting Trust Certificate or this Voting Trust Agreement. In the event of a transfer of the kind specified in (i) or (ii) above, Voting Trustee shall submit to vote the Company the Trustee’s Certificates together with instructions for issuance, in respect accordance with the instructions of the applicable Beneficiary, of certificate(s) evidencing the number of Shares so transferred and issuance to Voting Trustee of Trustee’s Certificates for the balance of the Shares not so transferred. In the event of a transfer of a kind not specified in (i) or (ii) above, prior to any or all such transfer being consummated, the transferee shall deliver to the Voting Trustee an executed voting trust agreement covering the Shares which are the subject of such Common Stock except as transfer in form substantially identical to this Agreement (unless such transferee is already a Beneficiary under this Agreement). In addition, in the Agreement expressly limited; it being expressly agreed that no voting right shall pass to others by or under this certificate, or by or under event any agreement express or implied. This certificate is issued pursuant to, and the rights of the holder are subject to and limited by, Beneficiaries other than Mxxxxxx shall become an Unaffiliated Holder after the terms and conditions of the Agreement, which Agreement is on file in the principal office of the Corporation. The holder date hereof, his guardians, personal and legal representatives and assigns, by the acceptance hereof, expressly assent to all of the terms and conditions of the Agreement, including the assumption of such obligations and liabilities as are mentioned therein. The shares represented by this Certificate may be transferred as provided in the Agreement by the registered holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. Until so transferred, the Voting Trustee may treat shall, upon the registered holder as owner hereof for all purposes except as otherwise provided in written request of such Beneficiary certifying that it has become an Unaffiliated Holder and the Agreement. This certificate is not valid unless duly signed by receipt of evidence reasonably satisfactory to the Voting Trustee as of corroborating such certification, arrange for the date of issuance hereof. No assignmentShares represented by such Beneficiary’s Voting Trust Certificate(s) to be re-registered in such Beneficiary’s name, transfer, sale or alienation in which case such Shares shall no longer be subject to the provisions of this certificate or the shares represented hereby Agreement and shall cease to be valid or effective unless all terms, conditions and provisions hereof and in the Agreement above referred to shall have been fully complied with“Shares” hereunder.