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EXHIBIT 10.21
▇▇▇▇▇▇▇▇▇ FAMILY
VOTING TRUST AGREEMENT
FOR MEDIANEWS GROUP, INC.
This Agreement is made as of January 31, 2000 by and between (i) The
▇▇▇▇▇▇▇▇▇ Family Irrevocable Trust by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Trustees (the "Irrevocable Trust"), The ▇▇▇▇▇▇▇▇▇ Family Revocable
Trust by ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Trustees (the
"Revocable Trust") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ (the Irrevocable Trust and the
Revocable Trust and Lodovic are collectively referred to herein as the
"Shareholders") and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. as Voting Trustee hereunder
(hereinafter referred to as the "Voting Trustee").
W I T N E S S E T H
WHEREAS, the Shareholders are the respective owners in the aggregate of
One Million Seventy Thousand Three Hundred Eighty-Five (1,070,385) shares of
Class A Common Stock of MediaNews Group, Inc., a Delaware corporation, (the
"Company");
WHEREAS, the Shareholders believe it to be in their best interests to
unite the voting powers held by them as Shareholders of the Company and to
assign, transfer and vest the same in the hands of the Voting Trustee; and
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. has agreed to serve as Voting Trustee
with respect to the Shareholders' Stock;
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NOW, THEREFORE, it is agreed between the parties as follows:
1. Voting Trust Agreement. Copies of this Voting Trust Agreement shall
be filed in the principal office of the Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and in the registered office of the Company in the State
of Delaware and shall be open to the inspection of any stockholder of the
Company, as well as any beneficiary of the Trust under this Agreement, daily
during business hours. All Voting Trust Certificates issued as hereinafter
provided shall be issued, received, and held subject to all of the terms of this
Agreement. Each of the Shareholders shall be entitled to receive a Voting Trust
Certificate representing the Stock held by each Shareholder, and all transferees
and assigns of each of the Shareholders, upon accepting Voting Trust
Certificates issued hereunder, shall be bound by the provisions of this
Agreement.
2. Transfer of Stock Shares to Trustee.
(a) Prior to the execution of this Agreement, the Irrevocable Trust and
Lodovic, or their predecessors in interest, did deposit with the Voting Trustee
certificates of various shares of common stock of the Company (then known as
Affiliated Newspapers Investments, Inc.) under the predecessor to this
Agreement, the ▇▇▇▇▇▇▇▇▇ Family Voting Trust Agreement For Affiliated Newspapers
Investments, Inc. dated as of May 20, 1994. Pursuant to the terms of the
Company's Amended and Restated Certificate of Incorporation, as in effect on May
19, 1999, those previously deposited certificates were converted as of that date
into Eight Hundred Fifteen Thousand Five Hundred Twenty Six shares of Class A
Common Stock of the Company, and a new share certificate evidencing the same has
previously been issued in the name of the Voting Trustee, on behalf,
collectively, of the Irrevocable Trust and Lodovic. The Voting Trustee holds
that new share
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certificate subject to the terms of this Agreement and promptly following its
execution of this Agreement by each of the Shareholders shall forthwith issue
and deliver to each of the Irrevocable Trust and Lodovic a Voting Trust
Certificate representing and evidencing the number of shares of the Company's
Class A Common Stock which each of them is deemed to have owned beneficially as
of May 19, 1999.
(b) Upon the death or incapacity of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the
Revocable Trust will deposit with the Voting Trustee a stock certificate (the
"Revocable Trust Certificate") representing the shares of Stock then held by the
Revocable Trust. The Certificates shall be endorsed, or accompanied by an
appropriate instrument of transfer, so as to enable the Voting Trustee to cause
the Company to issue a stock certificate in the name of the Voting Trustee, as
hereinafter provided. Upon receipt by the Voting Trustee of a stock certificate
from the Company (in exchange for the Certificates deposited by the Revocable
Trust), the Voting Trustee shall hold the same subject to the terms of this
Agreement, and shall thereupon forthwith issue and deliver to the Revocable
Trust a Voting Trust Certificate for the shares of the Company so deposited by
it.
3. Voting Trust Certificate. The Voting Trust Certificate shall be in
the form attached as Exhibit A to this Agreement.
4. Transfer of Certificates. The Voting Trust Certificates shall be
transferable at the office of the Voting Trust, c/o MediaNews Group, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the registered owner thereof.
The Voting Trustee may treat the registered holder of the Voting Trust
Certificate as the owner thereof for all purposes whatsoever, but he shall not
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be required to deliver stock certificates hereunder without the surrender of
such Voting Trust Certificates.
5. Dividends.
(a) Prior to the Termination of this Agreement, the holder of each
Voting Trust Certificate shall be entitled to receive payments equal to the cash
dividends, if any, received by the Voting Trustee upon a like number and class
of shares of capital stock of the Company as is called for by each such Voting
Trust Certificate. If any dividend in respect of the stock deposited with the
Voting Trustee is paid, in whole or in part, in stock of the Company having
general voting powers, the Voting Trustee shall likewise hold, subject to the
terms of this Agreement, the certificates for stock which are received by it on
account of such dividend, and the holder of each Voting Trust Certificate
representing Stock on which such stock dividend has been paid shall be entitled
to receive a Voting Trust Certificate issued under this Agreement for the number
of shares and class of stock received as such dividend with respect to the
shares represented by such Voting Trust Certificate.
(b) In lieu of receiving cash dividends upon the capital stock of the
Company and paying the same to the holders of Voting Trust Certificates pursuant
to the provisions of this Agreement, the Voting Trustee may instruct the Company
to pay such dividends directly to the holders of the Voting Trust Certificates.
Upon such instructions being given by the Voting Trustee to the Company, and
until revoked by the Voting Trustee, all liability of the Voting Trustee with
respect to such dividends shall cease.
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6. Rights of Voting Trustee.
(a) The Voting Trustee shall have the right with respect to the
Shareholders' Stock to exercise in person or by nominee or proxy, all
stockholders' voting rights and powers in respect of the Shareholders' Stock and
to take part in, or consent to any corporate or stockholders' action of any kind
whatsoever. The right to vote shall include, without limitation, the right to
vote for the election of directors, in favor of or against any resolution or
proposed action which may be presented at any meeting or require the consent of
stockholders of the Company, including those pertaining to mortgaging, creating
a security interest in, or pledging all or any part of the property of the
Company, the dissolution of the Company, or the consolidation, merger,
reorganization or recapitalization of the Company.
(b) The Voting Trustee, in voting the shares of capital stock of the
Company, shall vote such stock in accordance with his best judgment, subject in
each instance to the terms of any applicable shareholders' and/or related
agreement which may from time to time be in effect.
7. Appointment of Voting Trustee.
(a) The Voting Trustee hereunder shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and the
Company's stock certificates to be issued as provided aforesaid shall be issued
to and held by the Voting Trustee in the name of "▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. as Voting
Trustee."
(b) The Voting Trustee (and any successor trustee) may at any time
resign by mailing to the registered holders of Voting Trust Certificates a
written resignation, to take effect ten days
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thereafter, or upon the prior acceptance thereof. Upon the death, incapacity or
unwillingness to act of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. or upon his resignation as Voting
Trustee, such person as is unanimously selected by the Trustees of the
Irrevocable Trust shall become successor Voting Trustee for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
8. Term.
(a) The Voting Trust created by this Agreement shall continue in effect
until January 31, 2010 (subject to extension as hereinafter set forth).
(b) At any time within two years prior to January 31, 2010, or at any
time within two years prior to the time of expiration of this Agreement as
extended, one or more holders of Voting Trust Certificates hereunder may, by
agreement in writing and with the written consent of the Voting Trustee, extend
the duration of this Agreement as to them for an additional period not exceeding
ten years from the then expiration date. In the event of such extension, the
Voting Trustee shall, prior to the time of expiration, as hereinabove provided,
as originally fixed or as theretofore extended, as the case may be, file in the
principal office of the Company and in the registered office of the Company in
the State of Delaware, a copy of such extension agreement and of the consent
thereto, and thereupon the duration of this Agreement shall be extended for the
period fixed by such extension agreement, provided, however, that no such
extension agreement shall extend the term of this Agreement beyond the maximum
period then permitted by applicable law or affect the rights or obligations of
persons not parties thereto.
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(c) Upon the termination of this Agreement as to one or more of the
parties hereto and upon the delivery of the Voting Trust Certificates of such
parties to the Voting Trustee, such parties shall receive the number of shares
of Stock of the Company which are represented by their Voting Trust Certificates
and said transaction shall be recorded on the books of the Company.
9. Compensation and Reimbursement of Voting Trustee. The Voting Trustee
shall serve without compensation. The Voting Trustee shall have the right to
incur and pay such reasonable expenses and charges, to employ and pay such
agents, attorneys and counsel as they may deem necessary and proper for carrying
this Agreement into effect. Any such expenses or charges incurred by and due to
the Voting Trustee may be deducted from the dividends or other moneys or
property received by the Voting Trustee on the stock deposited hereunder.
Nothing herein contained shall disqualify the Voting Trustee or successor
trustees, or incapacitate them from serving the Company or any of its
subsidiaries as officer or director or in any other capacity, and in any such
capacity receiving compensation.
10. Release of Shares. At any time following the occurrence of an
initial public offering with respect to the Stock on a recognized national or
international securities exchange (an "IPO"), any of the parties hereto who are
shareholders of the Company may, subject (a) to their prior compliance with the
provisions of Section 5 of this Company's Shareholders' Agreement and (b) to
both the Company and the Remaining Shareholders (as therein defined) having
failed to exercise the purchase options provided them under Section 5.03(a) or
5.03(b) thereof, upon written notice to the Trustees during the third (30) day
period immediately following the expiration of the ten (10) day option period
specified in Section 5.3(b), elect to withdraw from this Trust the shares of
Stock
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offered the Company and the Remaining Shareholders. Moreover, if at any time
hereafter the Company shall acquire ownership of any shares subject to this
Agreement, the Company may, upon its so doing, elect to withdraw from this Trust
those shares.
11. Notice.
(a) Unless otherwise in this Agreement specifically provided, any
notice to or communication with the holders of the Voting Trust Certificates
hereunder shall be deemed to be sufficiently given or made if mailed,
first-class, postage prepaid, if addressed as follows:
To the ▇▇▇▇▇▇▇▇▇ Family W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
Revocable Trust: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Trustee
Verner, Liipfert, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ and Hand Chartered
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
and
To the ▇▇▇▇▇▇▇▇▇ Family ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Trustee
Irrevocable Trust: Verner, Liipfert, Bernhard,
▇▇▇▇▇▇▇▇▇ and Hand Chartered
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o MediaNews Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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To ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Voting Trustee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Verner, Liipfert, Bernhard,
▇▇▇▇▇▇▇▇▇ and Hand Chartered
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Every notice so given shall be effective, whether or not received, and the date
of mailing shall be the date such notice is deemed given for all purposes.
(b) Any notice to the Voting Trustee hereunder may be mailed,
first-class, postage prepaid, and sent by registered mail to the Voting Trustee,
addressed to him at such address as may from time to time be furnished in
writing to the Company by the Voting Trustee, and if no such address has been
furnished by the Voting Trustee, then to the Voting Trustee in care of the
Company.
(c) All distributions of cash, securities, or other property hereunder
by the Voting Trustee to the holders of Voting Trust Certificates may be made,
in the discretion of the Voting Trustee, by mail (regular or registered mail, as
the Trustee may deem available) , in the same manner as hereinabove provided for
the giving of notices to the holders of Voting Trust Certificates.
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IN WITNESS WHEREOF, the parties have signed and sealed this Agreement,
effective January 31, 2000.
THE ▇▇▇▇▇▇▇▇▇ FAMILY
IRREVOCABLE TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Trustee
THE ▇▇▇▇▇▇▇▇▇ FAMILY
REVOCABLE TRUST
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Trustee
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
VOTING TRUSTEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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EXHIBIT A
MEDIANEWS GROUP, INC.
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No._______________ for ____________________________ ( ) shares.
This certifies that ____________________________ is the beneficial
owner of ___________ shares of the Class A Common Stock of MediaNews Group,
Inc., a Delaware corporation (the "Company"), which have been deposited with the
Voting Trustee hereinafter named, under the ▇▇▇▇▇▇▇▇▇ Family Voting Trust
Agreement for MediaNews Group, Inc. dated as of January 31, 2000 between ▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇ as Voting Trustee and certain shareholders of the Company. The
original of said Voting Trust Agreement is on file with the Voting Trustee. A
copy of said Voting Trust Agreement is on file in the registered office of the
Company in the State of Delaware, and additional copies thereof may be obtained
upon request from the Voting Trustee. This certificate has been issued pursuant
to and subject to said Voting Trust Agreement and represents said
shareholder-depositor's beneficial interest in said Voting Trust. This
Certificate is transferable only on the books of the Voting Trustee by the
registered holder either in person or by attorney duly authorized on surrender
hereof, and until so transferred, the Voting Trustee shall treat the registered
holder as the owner thereof for all purposes.
The holder of this Voting Trust Certificate takes the same subject to
all the terms and conditions of the aforesaid Voting Trust Agreement, and
becomes a party to said Voting Trust Agreement and is entitled to the benefits
thereof.
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IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to
be signed this ____ day of __________, 20____.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Voting Trustee
(Form of Assignment):
For value received ____________________________ hereby assigns the
within certificate, and all rights and interests represented thereby, to
__________________________ and appoints ___________________________ attorney to
transfer this certificate on the books of the Trustee mentioned therein, with
full power of substitution.
DATED:
In the presence of:
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MEDIANEWS GROUP, INC.
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No. 1 for SEVEN HUNDRED EIGHTY-SIX THOUSAND FOUR HUNDRED TWENTY-SIX
AND FIFTY-ONE ONE HUNDREDTHS (786,426.51) shares.
This certifies that THE ▇▇▇▇▇▇▇▇▇ FAMILY IRREVOCABLE TRUST is the
beneficial owner of SEVEN HUNDRED EIGHTY-SIX THOUSAND FOUR HUNDRED TWENTY-SIX
AND FIFTY-ONE ONE HUNDREDTHS (786,426.51) shares of the Class A Common Stock of
MediaNews Group, Inc., a Delaware corporation (the "Company"), which have been
deposited with the Voting Trustee hereinafter named, under the ▇▇▇▇▇▇▇▇▇ Family
Voting Trust Agreement for MediaNews Group, Inc. dated as of January 31, 2000
between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. as Voting Trustee and certain shareholders of the
Company. The original of said Voting Trust Agreement is on file with the Voting
Trustee. A copy of said Voting Trust Agreement is on file in the registered
office of the Company in the State of Delaware, and additional copies thereof
may be obtained upon request from the Voting Trustee. This certificate has been
issued pursuant to and subject to said Voting Trust Agreement and represents
said shareholder-depositor's beneficial interest in said Voting Trust. This
Certificate is transferable only on the books of the Voting Trustee by the
registered holder either in person or by attorney duly authorized on surrender
hereof, and until so transferred, the Voting Trustee shall treat the registered
holder as the owner thereof for all purposes.
The holder of this Voting Trust Certificate takes the same subject to
all the terms and conditions of the aforesaid Voting Trust Agreement, and
becomes a party to said Voting Trust Agreement and is entitled to the benefits
thereof.
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IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to
be signed this 31st day of January, 2000.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Voting Trustee
(Form of Assignment):
For value received ____________________________ hereby assigns the
within certificate, and all rights and interests represented thereby, to
__________________________ and appoints ___________________________ attorney to
transfer this certificate on the books of the Trustee mentioned therein, with
full power of substitution.
DATED:
In the presence of:
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MEDIANEWS GROUP, INC.
A DELAWARE CORPORATION
VOTING TRUST CERTIFICATE
Certificate No. 2 for TWENTY-NINE THOUSAND NINETY-NINE AND FIFTY ONE HUNDREDTHS
(29,099.50) shares.
This certifies that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ is the beneficial owner of
TWENTY-NINE THOUSAND NINETY-NINE AND FIFTY ONE HUNDREDTHS (29,099.50) shares of
the Class A Common Stock of MediaNews Group, Inc., a Delaware corporation (the
"Company"), which have been deposited with the Voting Trustee hereinafter named,
under the ▇▇▇▇▇▇▇▇▇ Family Voting Trust Agreement for MediaNews Group, Inc.
dated as of January 31, 2000 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. as Voting Trustee and
certain shareholders of the Company. The original of said Voting Trust Agreement
is on file with the Voting Trustee. A copy of said Voting Trust Agreement is on
file in the registered office of the Company in the State of Delaware, and
additional copies thereof may be obtained upon request from the Voting Trustee.
This certificate has been issued pursuant to and subject to said Voting Trust
Agreement and represents said shareholder-depositor's beneficial interest in
said Voting Trust. This Certificate is transferable only on the books of the
Voting Trustee by the registered holder either in person or by attorney duly
authorized on surrender hereof, and until so transferred, the Voting Trustee
shall treat the registered holder as the owner thereof for all purposes.
The holder of this Voting Trust Certificate takes the same subject to
all the terms and conditions of the aforesaid Voting Trust Agreement, and
becomes a party to said Voting Trust Agreement and is entitled to the benefits
thereof.
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IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to
be signed this 31st day of January, 2000.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Voting Trustee
(Form of Assignment):
For value received ____________________________ hereby assigns the
within certificate, and all rights and interests represented thereby, to
__________________________ and appoints ___________________________ attorney to
transfer this certificate on the books of the Trustee mentioned therein, with
full power of substitution.
DATED:
In the presence of:
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