Exhibit 9.1
VOTING TRUST AGREEMENT
as amended and restated as of April 29, 1998
Voting Trust Agreement, dated as of December 17, 1996, as
amended and restated as of April 29, 1998, among Commemorative Brands, Inc.,
a Delaware corporation formerly known as Scholastic Brands, Inc. (the
"Company"), and each of Branford Castle Holdings, Inc., Leonard M. Harlan,
David B. Pittaway and David H. Chow (which or who together with their
respective legal representatives, successors and assigns as permitted
hereunder, are hereinafter collectively referred to as the "Initial
Stockholders"), and Zane Tankel and Edward O. Vetter (who together with their
legal representatives, successors and assigns as permitted hereunder, are
hereinafter referred to as the "Additional Stockholders") and such additional
persons as may hereafter agree to become subject to this Agreement pursuant
to a Joinder Agreement substantially in the form of EXHIBIT A hereto (who
together with the Initial Stockholders and the Additional Stockholders, are
hereinafter collectively referred to as the "Stockholders") and John K.
Castle and any successor appointed as provided in this Agreement, as Voting
Trustee (the "Voting Trustee").
RECITALS
The Company is duly organized and validly existing under the
laws of the State of Delaware. As of December 17, 1996, the Initial
Stockholders transferred to the Voting Trustee an aggregate of (i) 3,544
shares of the issued and outstanding Common Stock, par value $0.01 per share,
of the Company (the "Common Stock"), and (ii) 3,544 shares of the issued and
outstanding Series B Preferred Stock, par value $0.01 per shares, of the
Company (the "Series B Preferred Stock"), and, as of the date hereof, the
Additional Stockholders desire to transfer to the Voting Trustee an aggregate
of (i) 1,338 shares of Common Stock and (ii) 1,338 shares of Series B
Preferred Stock.
In consideration of the premises and of the mutual undertakings
of the parties hereinafter set forth, a voting trust (the "Trust") in respect
of the shares of Common Stock and Series B Preferred Stock of the Company now
or from time to time hereafter owned by the Stockholders (such shares being
hereinafter collectively referred to herein as the "Shares") is hereby
created and established, subject to the following terms and conditions, to
all and every one of which the parties hereto expressly assent and agree.
1. DEPOSIT OF SHARES.
(a) TRANSFER OF SHARES. Each Stockholder has transferred and
assigned and agrees that he or it will transfer and assign, or cause to be
transferred and assigned, to the Voting Trustee all of the Shares of the Company
now or hereafter owned by him or it and will deposit or cause to be deposited
hereunder, with the Voting Trustee, the certificates for such Shares, all of
which certificates, if not registered in the name of the Voting Trustee, shall
be duly endorsed in blank or accompanied by proper instruments of assignment and
transfer thereof duly executed in blank.
(b) ALL CAPITAL STOCK. The provisions of this Agreement shall
apply to any and all Shares of the Company that (i) may be issued in respect of,
in exchange for, or in substitution of any Shares transferred to the Voting
Trustee pursuant to paragraph (a) hereof, or (ii) are hereafter acquired by any
Stockholder at any time, and each Stockholder agrees that until the termination
of this Agreement no Shares of the Company shall be held by such Stockholder,
but all such Shares shall be deposited with the Voting Trustee in accordance
with the terms and conditions of this Agreement.
2. VOTING TRUST CERTIFICATES.
(a) ISSUE OF CERTIFICATES. Subject to the provisions of
Section 4 hereof, the Voting Trustee shall from time to time issue to each
Stockholder, with respect to the Shares of the Company owned by such Stockholder
and so deposited hereunder, a Voting Trust Certificate or Voting Trust
Certificates, each in the form of EXHIBIT A hereto, for the number of Shares
equal to that deposited by such Stockholder, which Certificate or Certificates
shall refer to the provisions of this Agreement and be registered on the books
of the Trust in such Stockholder's name.
(b) TRANSFER OF CERTIFICATES. Voting Trust Certificates shall,
to the extent permitted by law and the terms of this Agreement, be transferable
in the same manner as negotiable instruments; PROVIDED, HOWEVER, that ownership
of such Voting Trust Certificates shall be transferable on the books of the
Trust by the holders of record thereof only upon (i) the surrender of such
Certificates, properly endorsed by the registered holders, and (ii) delivery to
the Voting Trustee (A) by the proposed transferee, of a valid undertaking, in
form and substance satisfactory to the Voting Trustee, to become, and such
transferee becomes, bound by the terms of this Agreement pursuant to a Joinder
Agreement substantially in the form of EXHIBIT B hereto, and (B) by the proposed
transferor, of an opinion of counsel or no action letter as provided in Section
4 hereof.
3. STOCKHOLDERS' AGREEMENTS.
(a) LIMITATIONS ON TRANSFER. All Voting Trust Certificates
issued hereunder shall be subject to the limitations on transfer with respect to
the Shares now or hereafter transferred to the Voting Trustee hereunder that are
contained in any Stockholders', Purchase or Subscription Agreement between or
among the Company and its Stockholders with respect to such Shares, copies of
which Agreements will be maintained on file with the Company.
(b) NOTICES. Any notice required to be given by any
Stockholder to the Company or others under any Stockholders', Purchase or
Subscription Agreement with respect to the purchase or sale of any Shares
transferred hereunder shall be given to the Voting Trustee who shall promptly
transmit such notice to the Company, and the Company shall thereafter give all
notices required under such Stockholders', Purchase or Subscription Agreement to
be given to others, including the other stockholders of the Company.
4. REGISTRATION OF CERTIFICATES.
CERTIFICATES NOT REGISTERED. The Voting Trustee will not
register the Voting Trust Certificates under the Securities Act of 1933, as
amended (the "Securities Act"), or under the
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securities laws of any state in reliance upon each Stockholder's
representation hereby made that such Stockholder will hold the Voting Trust
Certificates subject to all applicable provisions of the Securities Act and
such state laws and all applicable rules and regulations promulgated
thereunder, and will not offer, sell, transfer or otherwise dispose of said
Voting Trust Certificates or any part thereof unless such Stockholder shall
have first obtained (i) an opinion of counsel, in form and substance
satisfactory to the Voting Trustee, to the effect that such disposition will
not result in a violation of any federal or state law applicable to the offer
and sale of securities, or (ii) written advice from the Securities and
Exchange Commission that it will take no action with respect to any such
proposed disposition of said Voting Trust Certificates.
5. REPLACEMENT OF CERTIFICATES.
ISSUE OF REPLACEMENT CERTIFICATES. In case any Voting Trust
Certificate shall be mutilated, lost, destroyed or stolen, the Voting Trustee
may issue and deliver in exchange therefor and upon cancellation of the
mutilated Voting Trust Certificate, or in lieu of the lost, destroyed or stolen
Voting Trust Certificate, a new Voting Trust Certificate or Voting Trust
Certificates representing a like number of Shares, upon the production of
evidence of such loss, destruction or theft, satisfactory to the Voting Trustee,
and upon receipt of an indemnity satisfactory to the Voting Trustee, and upon
compliance also with such other reasonable conditions as the Voting Trustee may
prescribe.
6. STOCK CERTIFICATES HELD BY VOTING TRUSTEES.
(a) SURRENDER OF CERTIFICATES. The certificates for Shares of
the Company deposited with the Voting Trustee shall, if not registered in the
name of the Voting Trustee, be surrendered to the Company and canceled and new
certificates therefor issued to and in the name of the Voting Trustee. Notation
shall be made on the face of all certificates issued in the name of the Voting
Trustee that they are issued pursuant to this Agreement, and such fact shall
also be noted in the records of stock ownership of the Company.
(b) SHARES HELD IN TRUST. All Shares deposited with the Voting
Trustee hereunder shall be held in trust for the Stockholders and their
respective heirs, executors, administrators and assigns, and used and applied by
the Voting Trustee and his successors in office for the purposes of and in
accordance with this Agreement and shall remain subject to the Subscription
Agreement.
(c) TRANSFER OF SHARES. The Voting Trustee may cause any
Shares at any time held by him under this Agreement to be transferred to any
name or names other than the name of the Voting Trustee herein named, if such
transfer becomes necessary by reason of any change in the person holding the
office of Voting Trustee as hereinafter provided.
7. DIVIDENDS; SUBSCRIPTION RIGHTS.
(a) DIVIDENDS. The Company is hereby authorized and directed,
and the Company hereby agrees, to pay all distributions and dividends that are
paid in cash, stock (other than voting stock) or other property directly to the
registered holder of the Voting Trust Certificate
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evidencing the Shares on which such distributions or dividends are declared.
All shares of voting stock issued as dividends on Shares that are subject to
this Agreement shall also be subject to this Agreement. The stock
certificates for such shares shall be issued in the name of and delivered to
the Voting Trustee to be held hereunder, subject to all of the provisions
hereof, and the Voting Trustee shall issue additional Voting Trust
Certificates in respect of such shares to the Stockholders entitled thereto.
(b) DISTRIBUTIONS OF CAPITAL STOCK. In case the Company shall
at any time issue any stock or other securities to which the holders of the
capital stock of the Company shall be entitled to subscribe by way of preemptive
right or otherwise, or any Stockholder shall be otherwise entitled (including,
without limitation, pursuant to the Stockholders' Agreement) to purchase any
shares of capital stock of the Company, the Voting Trustee shall promptly give
notice of such right so to subscribe or purchase and of the terms thereof to
such Stockholder at such Stockholder's address registered with the Voting
Trustee; and such Stockholder upon providing the Voting Trustee with funds in
the requisite amount, shall have the right, subject to such reasonable
regulations as may be prescribed by the Voting Trustee, to instruct the Voting
Trustee to subscribe for or purchase such stock or other securities, or any part
thereof; and to the extent that such Stockholder shall fail to exercise such
rights the Voting Trustee shall be entitled, in its absolute discretion, to
permit such rights so to subscribe or purchase to lapse. Upon receiving proper
instructions in writing, the Voting Trustee shall subscribe for or purchase such
stock or other securities (but only out of funds provided by such Stockholder
for the purpose) and shall distribute the same to such Stockholder, except that
any shares of voting stock of the Company, when so subscribed for or purchased
and received by the Voting Trustee, shall not be distributed but shall be held
hereunder, subject to all the provisions hereof, and the Voting Trustee shall
issue new or additional Voting Trust Certificates in respect of such shares to
such Stockholder.
8. ACTIONS BY VOTING TRUSTEE.
(a) PROXY. A proxy may be given to any person other than the
Voting Trustee provided that such proxy may be voted only in accordance with
specific instructions given by the Voting Trustee.
(b) AGENTS. The Voting Trustee may at any time or from time to
time appoint an agent or agents and may delegate to such agent or agents the
performance of any administrative duty of the Voting Trustee, including, without
limitation, the appointment of a domestic bank or other institution to act as
custodian of the Shares of the Company held by it hereunder. The fees of such
agent or agents shall constitute an expense of the Voting Trustee.
9. LIABILITY OF VOTING TRUSTEE; INDEMNIFICATION.
(a) NO LIABILITY. The Voting Trustee assumes no liability as a
stockholder, his interest hereunder being that of trustee only. In voting the
stock represented by the stock certificates held by it hereunder (which he may
do either in person or by proxy as aforesaid), the Voting Trustee will vote and
act in all matters in accordance with his best good faith judgment and the terms
of this Agreement; but he assumes no responsibility or liability in respect of
any action taken by him or taken in pursuance of his vote so cast, and the
Voting Trustee shall not incur any
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responsibility as trustee or otherwise by reason of any error of fact or law,
mistake of judgment, or of any matter or thing done or suffered or omitted to
be done under this Agreement, except for his own individual gross negligence
or willful misconduct.
(b) AGENTS. The Voting Trustee shall not be answerable for the
default or misconduct of any agent or attorney appointed by him in pursuance
hereof if such agent or attorney shall have been selected with reasonable care.
(c) EXPENSES. The Voting Trustee shall not be entitled to any
compensation for his services but shall be reimbursed by the Stockholders for
any reasonable expenses (other than counsel, advisors' and agents' fees) paid or
incurred in the administration of the trust hereunder.
(d) INDEMNITY. The Stockholders hereby jointly and severally
agree that they will at all times protect, indemnify and save harmless the
Voting Trustee from any loss, cost or expense of any kind or character
whatsoever incurred in connection with this Trust except those, if any, arising
from the gross negligence or willful misconduct of the Voting Trustee, and will
at all times themselves undertake, assume full responsibility for, and pay all
costs and expenses of any suit or litigation of any character, including any
proceedings before any governmental agency, with respect to the Shares or this
Agreement and, if the Voting Trustee shall be made a party thereto, the
Stockholders will pay all costs and expenses, including counsel fees, to which
the Voting Trustee may be subject by reason thereof. The Voting Trustee may
consult with counsel and other advisors, and the opinions of such counsel and
advisors shall be full and complete authorization and protection in respect of
any action taken or omitted or suffered by the Voting Trustee hereunder in good
faith and in accordance with such opinions.
(e) SURVIVAL. Notwithstanding any other provision hereof, the
provisions of this Section 9 shall survive the termination of this Agreement.
10. VOTING DISCRETION.
(a) VOTING DISCRETION. Except as otherwise provided herein,
until the termination of this Agreement and the actual delivery of stock
certificates in exchange for Voting Trust Certificates hereunder, the Voting
Trustee shall possess and shall be entitled in his discretion, not subject to
any review, to exercise in person or by proxy, in respect of any and all Shares
at any time deposited under this Agreement, all rights and powers of every name
and nature, including the right to vote thereon or to consent to any and every
act of the Company, in the same manner and to the same extent as if he were the
absolute owner of such stock in his own right.
(b) PERMITTED ACTIONS. Without limiting the generality of the
foregoing paragraph (a), the Voting Trustee is specifically authorized to vote
for or consent to any of the following:
(i) the election, removal or replacement of directors of the
Company;
(ii) the sale or disposal in the normal course of business of
any part or parts of the property, assets or business of the Company;
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(iii) any changes or amendments in or to the Certificate of
Incorporation or By-laws of the Company;
(iv) any loans to officers, directors or stockholders of the
Company;
(v) any indemnification of officers, directors or agents of
the Company;
(vi) the entering into or submitting of a bid in connection
with the negotiation of or application for any contract that the Company may
not enter into or submit without the approval of the stockholders;
(vii) any other action that, by the terms of the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or By-laws of the Company, permits or requires a vote of the holders of the
capital stock of the Company; and
(viii) any action with respect to any of the foregoing that
any stockholder might lawfully take.
11. TERMINATION OF THIS AGREEMENT.
(a) TERMINATION. This Agreement shall terminate with respect
to any Shares of the Company (i) as to which a registration statement shall have
been filed pursuant to the Securities Act promptly upon the effectiveness
thereof or (ii) sold, transferred or disposed of by any Stockholder as provided
in and subject to compliance with the terms and conditions of any applicable
Stockholders', Purchase or Subscription Agreement between or among such
Stockholder and the Company and/or other Stockholders of the Company.
(b) IRREVOCABLE. Subject to the foregoing paragraph (a),
during the term of this Agreement the Trust hereby created shall be irrevocable
and no Shares of the Company held by the Voting Trustee pursuant to the terms of
this Agreement shall be transferred to or upon the order of the holder of a
Voting Trust Certificate evidencing the beneficial ownership thereof prior to
the termination of this Agreement.
(c) TERMINATION BY LAW. Unless terminated sooner (i) pursuant
to paragraph (a) hereof as to all Shares held by the Voting Trustee, or (ii) by
operation of law, this Agreement shall terminate without any action of or notice
by or to the Voting Trustee, the Company or the Stockholders when Castle Harlan
Partners II, L.P. ("CHP II"), (x) fails to maintain voting control over at least
25% of the Shares or (y) owns less than 20% of the original voting equity
position acquired by CHP II pursuant to the Subscription Agreement, dated as of
December 16, 1996, among CHP II and the Company and the other stockholders party
thereto.
12. DELIVERY OF STOCK CERTIFICATES UPON TERMINATION OF THIS AGREEMENT.
(a) STOCK CERTIFICATES. Upon termination of this Agreement,
the Voting Trustee, in exchange for and upon surrender of any Voting Trust
Certificates then outstanding, shall, in
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accordance with the terms hereof, deliver certificates for capital stock of
the Company of the series or class and in the amount called for by such
Voting Trust Certificate and either registered in the name of the holder
thereof or duly endorsed in blank or accompanied by proper instruments of
assignment and transfer thereof duly executed in blank to the holder thereof,
and the Voting Trustee may require the holder of such Voting Trust
Certificate to surrender the same for such exchange.
(b) OBLIGATIONS OF TRUSTEE. After any termination of this
Agreement as above provided with respect to all Shares, and delivery by the
Voting Trustee of any stock or other property then held hereunder in exchange
for outstanding Voting Trust Certificates as provided in this Section 12, all
further obligations or duties of the Voting Trustee under this Agreement or any
provision hereof shall cease.
13. RESIGNATION; SUCCESSOR TRUSTEE.
The Voting Trustee may resign at any time by providing the
Company and each Stockholder with written notice to such effect thirty (30) days
prior to the effective date of such resignation. If for any reason John K.
Castle shall cease to serve as Voting Trustee hereunder, his immediate successor
in such capacity shall be Leonard M. Harlan; PROVIDED that (i) the person
serving as Voting Trustee may at any time, and from time to time, replace or
designate the successor to John K. Castle and (ii) each such successor shall be
an officer of Castle Harlan, Inc. or an officer of Castle Harlan GP, Inc. Each
such successive designated person shall, upon assuming the duties hereunder upon
a vacancy occurring in the office of Voting Trustee, be the Voting Trustee.
14. INTERESTS ALLOWED AS VOTING TRUSTEE.
The Voting Trustee may be a creditor or stockholder of the
Company and may act as a director, officer or employee of, or consultant or
advisor to, the Company and receive compensation therefor. In addition, the
Voting Trustee and any firm of which he may be a member, and any of his
affiliates, may contract with the Company or have a pecuniary interest in any
matter or transaction to which the Company may be a party, or in which the
Company may be in any way concerned.
15. EFFECT OF AGREEMENT UPON REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding
upon the Voting Trustee and each Stockholder and their respective legal
representatives, successors and assigns.
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16. MISCELLANEOUS.
(a) DELIVERY TO STOCKHOLDERS. The Voting Trustee shall deliver
to each Stockholder all information received by the Voting Trustee from the
Company or from other stockholders of the Company.
(b) NOTICES. All notices to be given to the owners of Voting
Trust Certificates shall be given by mailing the same in a sealed postpaid
envelope to the registered owners of Voting Trust Certificates addressed to
their respective addresses as shown on the books of the Trust, and any notice
whatsoever when mailed by or on behalf of the Voting Trustee to such registered
owners of Voting Trust Certificates as herein provided shall have the same
effect as though personally served on all holders of Voting Trust Certificates.
All notices to be given to the Voting Trustee shall be given by serving a copy
thereof upon him personally or by mailing the same in a sealed postpaid envelope
addressed to him at his address set forth below or to such other address as he
shall from time to time in writing designate.
(c) FILING OF AGREEMENT. Until the termination of this
Agreement, one original counterpart hereof shall be filed at each of (i) the
principal office of the Company and (ii) the registered office of the Company in
the State of Delaware, and each such counterpart shall be open to the inspection
of any holder of any Voting Trust Certificate or any stockholder of the Company
daily during business hours.
(d) AMENDMENT. If at any time it is deemed advisable for the
parties hereto to amend or revoke this Agreement, it may be amended or revoked
by an agreement executed by the Voting Trustee, the Company and the holder or
holders of all of the Voting Trust Certificates.
(e) ACKNOWLEDGMENT OF OBLIGATIONS. The Voting Trustee accepts
the trust created hereby subject to all the terms and conditions herein
contained and agrees that he will exercise the powers and perform the duties of
Voting Trustee as set forth herein according to his best judgment.
(f) ENTIRE AGREEMENT. This Agreement contains the entire
agreement among the parties hereto and supersedes all prior agreements and
understandings, oral and written, among the parties hereto with respect to the
subject matter hereof.
(g) SECTION HEADINGS. The section headings contained herein
are included for convenience of reference only and shall not constitute a part
of this Agreement for any purpose.
(h) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
(i) APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts to be performed entirely within such State.
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(j) SEVERABILITY. Any section, clause, sentence, provision,
subparagraph or paragraph of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but the effect thereof shall be
confined to the section, clause, sentence, provision, subparagraph, or paragraph
so held to be invalid, illegal or ineffective.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
VOTING TRUSTEE: COMPANY:
COMMEMORATIVE BRANDS, INC.
/s/ John K. Castle
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John K. Castle
c/o Castle Harlan, Inc. By: /s/ Jeffrey H. Brennan
150 East 58th Street ------------------------------
37th Floor Name: Jeffrey H. Brennan
New York, New York 10155 Title: President
STOCKHOLDERS:
BRANFORD CASTLE HOLDINGS, INC.
By: /s/ John K. Castle /s/ David H. Chow
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Name: John K. Castle David H. Chow
Title: President
/s/ Leonard M. Harlan /s/ Zane Tankel
---------------------------- ------------------------------
Leonard M. Harlan Zane Tankel
/s/ David B. Pittaway /s/ Edward O. Vetter
---------------------------- ------------------------------
David B. Pittaway Edward O. Vetter
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EXHIBIT A
THIS VOTING TRUST CERTIFICATE HAS BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT IN COMPLIANCE, ESTABLISHED TO SATISFACTION OF THE ISSUER,
WITH SAID ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE
SECURITIES AND EXCHANGE COMMISSION.
THIS VOTING TRUST CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A SUBSCRIPTION AGREEMENT
ON FILE WITH THE COMPANY.
VOTING TRUST CERTIFICATE
COMMEMORATIVE BRANDS, INC.
NO. V-
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Class: Common Stock
Shares:
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Class: Series B Preferred
Shares:
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This certificate is evidence that _________________ has deposited
(i) ________ shares of Common Stock, $0.01 par value per share, of
Commemorative Brands, Inc., a Delaware corporation formerly known as
Scholastic Brands, Inc. (the "Company"), and (ii) ____ shares of Series B
Preferred Stock, $0.01 par value per share, of the Company, with the Voting
Trustee hereinafter named in accordance with the terms of the Voting Trust
Agreement (the "Agreement") dated as of December 17, 1996, as amended and
restated as of April 29, 1998, among the Company, each of the Stockholders
listed on the signature pages thereof and the person whose name appears below
as Voting Trustee (the "Trustee").
This certificate and the interest represented hereby is
transferable on the books of the Trust only in accordance with the terms of
the Agreement and any holder of this Certificate takes the same subject to
all of the terms and conditions of such Agreement.
IN WITNESS WHEREOF, the Trustee has signed this certificate as
of the ___ day of ___________.
VOTING TRUSTEE
------------------------------------
John K. Castle
EXHIBIT B
JOINDER AGREEMENT
To Each of the Parties
Referred to in the Voting Trust Agreement
c/o John K. Castle, Voting Trustee
Castle Harlan, Inc.
150 East 58th Street
37th Floor
New York, NY 10155
Gentlemen:
Upon issuance to the undersigned of Voting Trust Certificate No. V-__,
pursuant to the Voting Trust Agreement dated as of December 17, 1996, as amended
and restated as of April 29, 1998 (the "Voting Trust Agreement"), among
Commemorative Brands, Inc., a Delaware corporation (the "Company"), each of the
stockholders of the Company party thereto and John K. Castle, as Voting Trustee,
against deposit by the undersigned in the Voting Trust created thereby of all of
the undersigned's shares of Common Stock, par value $.01 per share, and Series B
Preferred Stock, par value $.01 per share, of the Company, the undersigned
agrees that the undersigned shall become a party to the Voting Trust Agreement
and shall be fully bound by and subject to all of the covenants, terms and
provisions (including restrictions on transfer) of the Voting Trust Agreement
and shall be entitled to all of the rights and benefits of a "Stockholder" under
the Voting Trust Agreement as though an original party thereto.
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Dated: ______________, _____