VOTING TRUST AGREEMENT
This Voting Trust Agreement, made this 31st day of December, 1996,
between Xxxxxx X. Xxxxxxx, hereinafter called the "Stockholder", and R H
Financial Services, Inc., hereinafter called the "Trustee".
RECITALS
A. The Stockholder represents that he is the owner of 314,000 shares of
capital stock of Net Lnnx, Inc., a Pennsylvania corporation, hereinafter
called the "Corporation".
B. In order to provide for the smooth and efficient operation of the
Corporation, to prevent conflicts, and to avoid deadlocks, the Stockholder
deems it to be in the best interests of the Corporation and all of the
Stockholders thereof that this Agreement be executed.
NOW, THEREFORE, in consideration of the foregoing recitals, the
Stockholder, in consideration of the mutual promises contained herein, hereby
agree with the Trustee, and the Trustee hereby agree with the Stockholder, as
follows:
Section One. Transfer of Stock to Trustee
The Stockholder shall deposit the number of shares of capital stock
referred to above and the certificates therefor, together with sufficient
instruments duly executed for the transfer thereof to the Trustee, and shall
receive in exchange therefor certificates hereinafter provided for. Upon the
making of such deposit, all shares represented by the stock certificates so
deposited shall be transferred on the books of the Corporation to the name of
the Trustee, who is hereby authorized and empowered to cause such transfers to
be made, and also to cause any further transfers to be made that may become
necessary, due to a change in the identity of any Trustee, as hereinafter
provided.
Section Two. Trustee's Control Over Stock
During the period this Agreement remains in force, the Trustee shall
possess legal title to the shares deposited, and shall be entitled to exercise
all rights whatsoever, including the right to vote in person or by proxy, in
respect of any and all deposited shares. However, the holder of a Trust
Certificate issued by the Trustee shall be entitled to receive payments equal
to any and all dividends collected by the Trustee with respect to shares of
stock deposited by him.
Section Three. Voting Trust Certificate
On deposit by the Stockholder of a certificate or certificates of shares
of stock hereunder, accompanied by instruments of transfer, the Trustee shall
deliver to such Stockholder a Voting Trust Certificate for the same number of
shares of stock as that represented by the certificate or certificates
deposited. Such Voting Trust Certificates shall be in substantially the
following form:
VOTING TRUST CERTIFICATE
NO. 001 314,000 Shares
This certificates that Xxxxxx X. Xxxxxxx has deposited Three Hundred Fourteen
Thousand (314,000) shares of the capital stock of Net Lnnx, Inc. with the
undersigned as Trustee under a Voting Trust Agreement dated December 31, 1996,
between the holders of capital stock of Net Lnnx, Inc. and their heirs,
assigns and successors, and the undersigned, as Trustee. This certificate and
the interest represented hereby is transferable only on the books of the
Trustee upon presentation and surrender hereof. The holder of this
certificate takes it subject to all the terms and conditions of the aforesaid
Voting Trust Agreement and becomes a party to such Agreement and is entitled
to the benefits thereof.
Executed by the undersigned Trustee on the _______ day of ________________,
1996.
R H Financial Services, Inc., Trustee
BY: Xxxxxx X. Xxxxx, Xx., President
Section Four. Additional Stock
After this Agreement has taken effect, the Trustee may from time to time
receive any additional fully paid shares of the capital stock of the
Corporation on the same terms and conditions as are set forth in this
Agreement and in respect to such shares so received the Trustee shall issue
and deliver certificates substantially in the form set forth above, entitling
the holder to all the rights above specified.
Section Five. Dividends
All dividends that may accrue on the stock deposited hereunder shall be
distributed pro rata among the holders of the Voting Trust Certificates, in
the proportion they are entitled thereto.
Section Six.Rights of Trustee
During the period this Agreement remains in effect, the Trustee shall
possess and shall be entitled to exercise, in person or by proxy, all rights
and powers of absolute owners in respect to all the stock of the Corporation
deposited with him, including the right to vote on, to take part in, and
consent to, any corporate or stockholders' actions of any kind whatsoever, and
to receive dividends and distributions on the stock. The Trustee's right to
vote shall include the right to vote for the election of directors and in
favor of or in opposition to any resolution or proposed action of any
character whatsoever that may require the consent of Stockholders.
Section Seven. Election of Directors
For so long as this Agreement may remain in effect, the Trustee hereunder
shall vote the stock deposited hereunder to effect the election of and to
continue in office a Board of Directors consisting of Xxxxxx X. Xxxxx, Xx.,
Xxxxxx X. Xxxxxxx and any such additional persons as the Trustee shall
designate.
Section Eight. Termination of Voting Trust
On December 31, 1998, unless the Trustee exercises their right, which is
hereby expressly granted to him, to terminate this Agreement at any time prior
to that date, the Trustee shall distribute the stock of the Corporation held
by him to the holders of the Voting Trust Certificates in proportion to their
respective holdings on surrender of their certificates to the Trustee, and
this Agreement shall thereupon terminate.
Section Nine. Sale or Purchase of Stock or Certificate by Trustee
Nothing contained herein shall deprive Trustee of the privilege to be
enjoyed by other depositors of selling or otherwise disposing of Voting Trust
Certificates as they see fit or of purchasing additional certificates or of
purchasing additional stock and selling it.
Section Ten. Compensation of Trustee
The Trustee shall not be entitled to any compensation.
Section Eleven. Resignation of Trustee
If the Trustee shall resign, be dissolved or liquidated, or otherwise
cannot act, this Trust shall terminate.
Section Twelve. Voting by Trustee
The Trustee shall have full power to vote for the election of Directors
of the Corporation, on all matters that may require the vote of the
Stockholders.
If any question arises on which the Trustee desires the opinion of the
Voting Trust Certificate Holders, a meeting may be called by the Trustee. At
such meeting, the owners of majority in interest of the Voting Trust
Certificates may indicate their preference to the Trustee.
Section Thirteen. Trustees' Liability for Negligence
The Trustee shall not be liable for acts or omissions in acting on any
paper, document or signature believed by them to be genuine and to have been
signed by the proper party. They shall not be liable for any error of
judgment nor for any mistake of fact or law, nor for anything which they may
do or refrain from doing in good faith, except, however, that the Trustee
shall be liable for his own willful neglect or malfeasance. The Trustee may
consult with legal counsel and any action under this Agreement taken or
suffered in good faith by them in accordance with the opinion of counsel shall
be conclusive on the parties to this Agreement. The Trustee shall at all
times be fully protected and be subject to no liability in respect thereto.
Section Fourteen. Amendment or Termination of Voting Trust
This Agreement may be amended or terminated at any time prior to the
termination date provided herein, by an instrument in writing duly executed
and witnessed by the owners and holders of the trust certificates representing
100 percent of the shares of stock deposited hereunder.
Section Fifteen. Acceptance of Trust by Trustee
The Trustee hereby accept this Trust subject to all the terms and
conditions hereof, and agrees that he will exercise his powers and perform his
duties as herein set forth. Nothing contained herein, however, shall be
construed to prevent the Trustee from resigning and discharging himself from
the Trust.
Section Sixteen. Dissolution or Liquidation
In the event of the dissolution or liquidation, either partial or total,
of the Corporation, the Trustees shall receive the monies, securities, rights
or property to which the Shareholders of the Corporation are entitled and
shall distribute it among the Voting Trust Certificate Holders in proportion
to their interests, as shown by the books of the Trustee.
Section Seventeen. Endorsement on Stock
Each certificate representing shares held by any of the parties hereto
shall contain a statement or legend that the shares represented by the
certificate are subject to the provisions of a Voting Trust Agreement.
Section Eighteen. Severability
This Agreement shall not be severable in any way, but it is specifically
agreed that if any provisions should be held to be invalid, the invalidity
shall not affect the validity of the remainder of this Agreement.
Section Nineteen. Entire Understanding
This Agreement contains the entire understanding of the parties hereto
and supersedes any prior agreement, either oral or written, and any amendment
or modification or termination of this Agreement must be in writing and signed
by all the parties hereto.
Section Twenty. Conflict of Interest
The Trustee, 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 become pecuniarily interested, directly or indirectly, in any matter or
transaction to which the Corporation, or any subsidiary or controlled or
affiliated corporation, may be a party, or in which he may be concerned, as
fully and freely as though the Trustee was not Trustee hereunder. The
Trustee, his employees or agents, may act as directors or officers of the
Corporation or any subsidiary or controlled or affiliated corporation.
Section Twenty-One. Records
The counterpart of the Voting Trust Agreement and the copy of such record
so deposited with the Corporation shall be subject to the same right of
examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such
counterpart and such copy of such records shall be subject to examination by
any holder of record of Voting Trust Certificates either in person or by agent
or attorney, at any reasonable time for any proper purpose.
Section Twenty-Two. Construction
This Agreement is intended by the parties to be governed and construed in
accordance with the laws of the State of Florida.
Section Twenty-Three. Benefit
This Agreement shall be binding on and inure to the benefit of the heirs,
executors, administrators and assigns of the parties thereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written. Signed in the Presence of:
WITNESS: TRUSTEE:
R H Financial Services, Inc.
By:/s/Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx, Xx.,
President
WITNESS: STOCKHOLDER:
/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
VOTING TRUST CERTIFICATE
NO. 011 314,000 Shares
This certificates that Xxxxxx X. Xxxxxxx has deposited Three Hundred Fourteen
Thousand (314,000) shares of the capital stock of Net Lnnx, Inc. with the
undersigned as Trustee under a Voting Trust Agreement dated December 31, 1996,
between the holders of capital stock of Net Lnnx, Inc. and their heirs,
assigns and successors, and the undersigned, as Trustee. This certificate and
the interest represented hereby is transferable only on the books of the
Trustee upon presentation and surrender hereof. The holder of this
certificate takes it subject to all the terms and conditions of the aforesaid
Voting Trust Agreement and becomes a party to such Agreement and is entitled
to the benefits thereof.
Executed by the undersigned Trustee on the 31st day of December, 1996.
/s/Xxxxxx X. Xxxxx, Xx.
R H Financial Services, Inc., Trustee
BY: Xxxxxx X. Xxxxx, Xx., President
