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EXHIBIT 10.7
VOTING TRUST AGREEMENT
AGREEMENT made as of the 13th day of October, 1997, by and among State
Street Bank and Trust Company (hereinafter sometimes referred to, along with its
successor in trust, as the "Trustee"); International Integration Incorporated, a
Delaware corporation (the "Company"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇▇"),
▇▇▇▇▇▇▇▇▇▇▇ Limited Partnership, a Massachusetts limited partnership formed
under an agreement of limited partnership dated July 19, 1995 (the
"Partnership") and ▇▇▇▇▇▇▇▇▇▇ Trust Limited, as Trustee of the Geneva Trust,
formed under an instrument of trust dated November 21, 1996 and amended by a
Deed of Exclusion dated September 5, 1997 (the "Geneva Trust") (Subramaniam, the
Partnership and the Geneva Trust are hereinafter sometimes referred to
individually, as a "Stockholder," and collectively, as the "Stockholders").
WHEREAS, the Company desires to establish an arrangement whereby the
Stockholders grant the voting power with respect to all shares of Common Stock,
$.01 par value per share, of the Company currently or hereafter owned by the
Stockholders (the "Shares") to the Trustee in all matters on the terms and
conditions set forth herein, and the parties hereto believe that the best
interests of the Company will be protected and promoted thereby;
WHEREAS, the Partnership has on or before the date hereof transferred to
the Geneva Trust 1,800,000 Shares; and
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WHEREAS, the Trustee has consented to act under this Agreement for the
purposes hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good, valuable and sufficient consideration, the receipt and
adequacy of which is hereby acknowledged by all parties hereto, the parties
hereto promise, covenant, undertake and agree as follows:
1. TRANSFER OF STOCK TO TRUSTEE. Each of the Stockholders has deposited
with the Trustee certificates representing all Shares currently held by such
Stockholder. Each of the Stockholders hereby agrees to deposit with the Trustee
certificates representing Shares hereafter held by such Stockholder, or shall
direct the Company to issue such Shares directly to the Trustee. Each
Stockholder hereby represents that the Shares deposited by him or it hereunder
represent all shares of capital stock of the Company of which such Stockholder
is the record or beneficial owner and that such Stockholder is the sole record,
legal and beneficial owner of all Shares deposited by him or it hereunder. Each
Stockholder hereby agrees and covenants that during the term of this Agreement,
he or it shall remain the sole beneficial owner within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of all Shares deposited or to be deposited by him or it hereunder and all
voting trust certificates issued hereunder. Subramaniam hereby represents that
(i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, sister of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
and their respective children and remote issue are the sole beneficiaries of the
Geneva Trust and that no other party
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has or will have during the term of this Agreement any right, title or interest
in any assets of the Geneva Trust including, without limitation, the Shares
deposited or to be deposited by the Geneva Trust hereunder and (ii) after giving
effect to the transfer to the Geneva Trust referred to above, the Partnership
has no record or beneficial interest in any securities of the Company. All such
stock certificates, unless issued by the Company directly to the Trustee as set
forth above, shall be so endorsed, or accompanied by such instruments of
transfer as to enable the Trustee to cause such certificates to be transferred
into the name of the Trustee and to enable the Trustee to become the record
owner of the Shares represented thereby in accordance with the terms and
provisions hereof, which the Trustee shall forthwith cause to be done as
hereinafter provided. Upon receipt by the Trustee of the certificates for any
such shares of the stock of the Company and, if necessary, the transfer of the
same into the name of the Trustee, the Trustee shall hold the same subject to
the terms of this Agreement and shall thereupon issue and deliver to each
Stockholder depositing stock hereunder, or for whose benefit such stock was
deposited, voting trust certificates representing such Stockholders' respective
interests in the Company's capital stock deposited pursuant to this Agreement.
In the event that a Stockholder becomes the holder of additional Shares of
capital stock of the Company after the date hereof, he or it shall, within five
business days of becoming the holder of such additional Shares, deposit with the
Trustee certificates representing such additional Shares or shall direct the
Company to issue such Shares directly to the Trustee which Shares shall
thereupon be subject to the terms of this Agreement.
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2. AGREEMENT. Copies of this Agreement and of every agreement supplemental
hereto or amendatory hereof shall be provided to each person depositing stock
with the Trustee under this Agreement and to the Company, and shall be filed in
the registered office of the Company in the State of Delaware, and shall be open
to inspection by any beneficiary of the trust under this voting trust, daily
during business hours. All voting trust certificates shall be issued, received
and held subject to all of the terms of this Agreement. All persons, firms,
corporations, trusts, or organizations for whose benefit stock is deposited
hereunder who accept a voting trust certificate issued hereunder, shall be bound
by the provisions of this Agreement with the same effect as if they had executed
this Agreement.
All certificates for the Company's capital stock transferred and delivered
to the Trustee pursuant hereto (unless issued directly to the Trustee as set
forth in Section 1 above) shall be surrendered by the Trustee to the Company and
cancelled and new certificates therefor shall be issued to and held by the
Trustee in their own names "As Voting Trustee".
3. VOTING TRUST CERTIFICATES. Each voting trust certificate to be issued
and delivered by the Trustee in respect of the capital stock of the Company, as
hereinbefore provided, shall state the number of shares which it represents,
shall be signed by the Trustee and shall be in substantially the same form as
EXHIBIT I hereto.
4. TRANSFER OF CERTIFICATES. Transfer of any voting trust certificate
shall be subject to any restrictions, provisions and conditions applicable to
the stock which it represents, whether imposed by law, specified on such stock
certificates or specified
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in this Agreement or in any other agreement including, without limitation, the
Founding Stockholders' Agreement dated as of May 6, 1997 (as amended, the
"Founding Stockholders' Agreement") between the Company and each Shareholder, as
defined therein, which Agreement each party hereto represents is a valid and
binding obligation of such party, enforceable against such party in accordance
with its terms. The Company hereby confirms its consent pursuant to the terms of
the Founding Stockholders' Agreement to the transfer on or before the date of
execution of this Agreement of up to 1,800,000 Shares by Subramaniam to the
Partnership and the subsequent transfer by the Partnership to the Geneva Trust
of all Shares transferred by Subramaniam to the Partnership, which Shares are
subject to the Founding Stockholders' Agreement and this Agreement. Subject to
the foregoing, the voting trust certificates shall be freely transferable on the
books of the Trustee, at such office as the Trustee may designate, by the
registered owner thereof, either in person or by attorney duly authorized, upon
surrender thereof, according to the rules established for that purpose by the
Trustee, and the Trustee may treat the registered holder as owner thereof for
all purposes whatsoever, but the Trustee shall not be required to deliver new
voting trust certificates hereunder without the surrender of such existing
voting trust certificates.
If a voting trust certificate is lost, stolen, mutilated or destroyed, the
Trustee, in its discretion, may issue a duplicate of such certificate upon
receipt of: (a) evidence of such fact satisfactory to it; (b) indemnity
satisfactory to it; (c) the existing certificate, if mutilated; and (d) the
Trustee's reasonable fees and expenses in
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connection with the issuance of a new trust certificate. The Trustee shall not
be required to recognize any transfer of a voting trust certificate not made in
accordance with the provisions hereof, unless the person claiming such ownership
shall have produced indicia of title satisfactory to the Trustee and shall, in
addition, deposit with the Trustee indemnity satisfactory to them.
After termination of the Founding Stockholders' Agreement and this
Agreement in accordance with their respective terms, upon written request from a
Stockholder to transfer Shares, if the Company's securities are then publicly
traded and Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), is then available to the Company, the Company will
accept the legal opinion of counsel to such Stockholder if such counsel is
experienced in securities law matters, that such transfer complies with the
applicable provisions of Rule 144.
5. TERMINATION PROCEDURE. Upon the termination of the voting trust at any
time, as hereinafter provided, the Trustee shall mail within five business days
of such termination written notice of such termination to the registered owners
of the voting trust certificates, at the addresses appearing on the transfer
books of the Trustee. From the date specified in any such notice (which date
shall be fixed by the Trustee in accordance with the provisions of this
Agreement) the voting trust certificates shall cease to have any effect, and the
holders of such voting trust certificates shall have no further rights under
this voting trust other than to receive certificates for shares of stock of the
Company or other property distributable under the terms hereof upon the
surrender of such voting trust certificates.
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Within ten business days after surrender for cancellation of voting trust
certificates by a registered holder, properly endorsed or accompanied by
properly endorsed instruments of transfer, if appropriate, at the place
designated by the Trustee, the Trustee shall deliver to such registered holder
of such voting trust certificates, stock certificates for the number of shares
of such class or classes of the Company's capital stock represented thereby as
to which such registered holder shall be entitled.
6. DIVIDENDS. If any dividend or distribution in respect of the stock
deposited with the Trustee is paid, in whole or in part, in securities of the
Company having voting powers of any nature, the Trustee shall likewise hold,
subject to the terms of this Agreement, the securities which are received by it
on account of such dividend or distribution, and the holder of each voting trust
certificate representing stock on which such dividend or distribution has been
paid shall be entitled to receive a voting trust certificate issued under this
Agreement representing such securities. Holders entitled to receive the
dividends or distributions referred to above shall be those registered as such
on the transfer books of the Trustee at the close of business on the day fixed
by the Company or by law for the taking of a record to determine those holders
of the Company's stock entitled to receive such dividends or distributions.
If any dividend or distribution in respect of the stock deposited with the
Trustee is paid other than in securities of the Company having voting powers of
any nature, then the Trustee shall promptly distribute the same among the
holders of
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voting trust certificates registered as such at the close of business on the day
fixed by the Company or by law for the taking of a record to determine the
holders of stock entitled to receive such dividend or distribution. Such
distribution shall be made to such holders of voting trust certificates ratably,
in accordance with the number of shares represented by their respective voting
trust certificates.
In lieu of receiving cash dividends or distributions 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 Trustee may
instruct the Company in writing to pay such dividends or distributions directly
to the holders of the voting trust certificates specified by the Trustee. Upon
receipt of such written instructions, the Company shall pay such dividends or
distributions directly to the holders of the voting trust certificates. The
Trustee may at any time before such payment revoke such instructions and by
written notice to the Company direct it to make dividend or distribution
payments to the Trustee. The Company shall not be liable to any holder of a
voting trust certificate or any person claiming to be entitled to any such
dividends or distributions by reason of adhering to any written instructions by
the Trustee.
7. SUBSCRIPTION RIGHTS. If any stock or other securities of the Company
are offered for subscription to all the holders of the Company's capital stock
deposited hereunder, the Trustee promptly, upon receipt of notice of such offer,
shall mail a copy thereof to each of the registered holders of the voting trust
certificates. Upon receipt by the Trustee, at least three days prior to the last
day fixed by the Company
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for subscription and payment (but in no event affording the registered holder of
the voting trust certificate less than 10 days to consider such subscription
offer), of a request from any such registered holder of voting trust
certificates to subscribe in his behalf (accompanied when due in accordance with
the terms of the subscription offer by the sum of money required to pay for such
stock or securities), the Trustee shall make such subscription and payment, and
upon receipt from the Company of the certificates for shares or securities so
subscribed for, shall issue to such holder a voting trust certificate in respect
thereof if the same be stock having voting powers of any nature, but if the same
be securities other than stock having voting powers of any nature, the Trustee
shall mail or deliver such securities to the certificate holder in whose behalf
the subscription was made, or may instruct the Company to make delivery directly
to the certificate holder entitled thereto.
8. DISSOLUTION OF THE COMPANY. In the event of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, the
Trustee shall receive the moneys, securities, rights, or property to which the
holders of the Company's capital stock deposited hereunder are entitled, and
shall distribute the same among the registered holders of voting trust
certificates in proportion to their interests, as shown by the transfer books of
the Trustee, or the Trustee may in its discretion deposit such moneys,
securities, rights, or property with any bank or trust company, licensed and
doing business in the Commonwealth of Massachusetts, with authority and
instructions to distribute the same as above provided, and upon such
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deposit, all further obligations or liabilities of the Trustee in respect of
such moneys, securities, rights, or property so deposited shall cease.
9. RIGHTS, POWERS AND DUTIES OF TRUSTEE.
(a) Until the actual delivery to the holders of voting trust
certificates issued hereunder of stock certificates in exchange therefor, and
until the surrender of the voting trust certificates for cancellation, title to
all the Company's stock deposited hereunder shall be vested in the Trustee, and
the Trustee shall have the right, acting as hereinafter provided, to exercise,
in person or by their nominees or proxies, all stockholders' rights and powers
in respect of all stock deposited hereunder, including the right to vote thereon
and to take part in or consent to any corporate or stockholders' action of any
kind whatsoever, whether ordinary or extraordinary. The right to vote shall
include the right to vote for the election of directors and, subject to the
provisions of Section 9(b) hereof, the right to vote in favor of or against any
resolution or proposed action of any character whatsoever, which may be
presented at any meeting or require the consent of stockholders of the Company.
Before voting on any matter, the Trustee shall discuss such matter with ▇▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇, if they are then serving on the Company's Board of
Directors, provided, however, that the Trustee shall not be obligated to follow
their recommendations. It is expressly understood and agreed that, except as
provided in the immediately following paragraph, the holders of voting trust
certificates shall not have any right, either under said voting trust
certificates or under this Agreement, or under any agreement express or implied,
or otherwise, with respect to any shares of capital
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stock of the Company held by the Trustee hereunder to vote such shares or to
take part in or consent to any corporate action, or to do or perform any other
act or thing which the holders of capital stock of the Company are now or may
hereafter become entitled to do or perform.
(b) If the approval of the stockholders of the Company is sought or
required by law in connection with any of the following actions, the Trustee
will comply with the provisions of this Section 9(b) before voting any Shares
subject to this Agreement:
(i) the sale of substantially all the assets or capital stock
of the Company to an acquiring party, or the merger or consolidation
of the Company into or with another corporation, and the acquiring
party of the Company's assets or capital stock or the other party to
the merger or consolidation of the Company referred to above is not
an "affiliate," within the meaning of Rule 405 promulgated under the
Securities Act, of any Stockholder;
(ii) the issuance of any right to acquire any capital stock of
the Company or the issuance of any capital stock of the Company
other than (x) the granting of stock options pursuant to the
Company's stock option plan in effect on the date hereof, (y) the
acquisition of shares of the Company's Common Stock upon the
exercise of such options or (z) the sale of capital stock by the
Company pursuant to a registration
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statement declared effective by the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act
("IPO");
(iii) the voluntary or involuntary liquidation, dissolution or
winding up of the Company;
(iv) the declaration or payment of any dividends on any
capital stock of the Company other than dividends payable pro rata
to all holders of capital stock of the Company;
(v) the incurrence of indebtedness for borrowed money (other
than trade payables incurred in the ordinary course of business) in
excess of $5 million;
(vi) the acquisition of any equity security, or any right to
acquire any equity security, of any other corporation other than the
Company's formation of one or more wholly-owned subsidiaries (or
subsidiaries in which a de minimis number of shares are held by a
third party in order to comply with local law), in connection with
the conduct of the Company's business in the ordinary course;
(vii) any transaction or proposed transaction, other than an
IPO, pursuant to which any "person", as such term is used in
Sections 13(d) and 14(d) of the Exchange Act, (other than the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportion as
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their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's then outstanding securities;
(viii) any amendment to or restatement of the Company's
Certificate of Incorporation other than an amendment or restatement
proposed in connection with an IPO which amendment contain
provisions relating to one or more of the following matters:
(A) increases the number of shares of Common Stock,
which the Company is authorized to issue,
(B) authorizes the Company to issue preferred stock,
(C) indemnifies the Company's officers and directors to
the maximum extent permitted by law,
(D) limits or eliminates the liability of the Company's
officers and directors for breaches of fiduciary duty,
(E) prohibits stockholders of the Company from acting
without a meeting,
(F) requires a super majority vote of stockholders to
amend certain provisions of the Company's Certificate of
Incorporation, or
(G) ▇▇▇▇▇▇▇▇ the terms of the Company's Directors.
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The Trustee will deliver written notice to each holder of voting trust
certificates of such action and vote the Shares subject to this Agreement for
the benefit of each such holder of voting trust certificates in accordance with
the written instructions delivered by such holder of voting trust certificates
provided such holder of voting trust certificates delivers such written
instructions to the Trustee within ten business days of delivery of the notice
to the holder of voting trust certificates by the Trustee. The notice shall
include as part thereof all information relating to such action available to the
non-employee Directors of the Company, and the notice thereof and all such
information shall be confidential information of the Company and shall not be
disclosed by any holder of voting trust certificates to any other party except
his or its financial or legal advisors who shall be advised by the holder of
voting trust certificates of the confidential nature of such notice and
information.
The Trustee shall not be responsible with respect to any action taken
pursuant to, or act committed or omitted to be done under this Agreement,
including without limitation, voting or giving written consents with respect to
the shares of stock held by it hereunder, provided such action or commission or
omission does not amount to wilful misconduct on their part. No Trustee shall be
responsible for any vote or act committed or omitted to be done by any
predecessor or successor Trustee or otherwise except for his own individual
wilful misconduct. No Trustee shall be responsible for (i) management of the
Company or (ii) any actions taken by any person elected as a director of the
Company or by the Company pursuant to any vote cast or consent given by the
Trustee.
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The Trustee may, in its discretion, consult with legal counsel, who may
also be legal counsel to the Company, and any action taken in good faith by the
Trustee in reliance upon the advice of legal counsel shall be conclusive in
favor of the Trustee against all holders of voting trust certificates and all
other interested parties.
The Trustee shall at all times keep, or cause to be kept, complete and
accurate records of all stock deposited with him hereunder, the identity,
addresses and ownership of the depositing Stockholders, and all certificates of
beneficial interest issued by the Trustee. Such records shall be open to
inspection by any depositing stockholder at all reasonable times.
A certificate signed by the Trustee shall be conclusive evidence to all
persons as to who are then serving as Trustee and as to any action taken by the
Trustee.
10. SUCCESSOR TRUSTEE. The Trustee may resign effective 30 days after
delivery of written notice to all holders of voting trust certificates and the
Company. In the event of the Trustee's resignation or inability to act, the
Board of Directors of the Company may, but shall not be obligated, to select a
successor Trustee after discussion with Subramaniam, In the event that a
successor trustee is not selected within the 30-day period referred to in the
first sentence of this Section 10, this Agreement shall terminate.
The Trustee shall affix its signature to this Agreement and each successor
Trustee shall accept appointment or election hereunder by affixing his or her
signature to this Agreement, or a counterpart hereof, within the 30-day period
referred to in the first sentence of this Section 10. By affixing its signatures
to this
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Agreement, the Trustee and each successor Trustee agree to be bound by the terms
hereof.
11. INDEMNIFICATION OF TRUSTEE. The Trustee shall be entitled to be fully
indemnified by the Company to the fullest extent permitted by law, against all
costs, charges, expenses, loss, liability and damage (other than those for which
it is responsible under Section 9(b) hereof) incurred by it in the
administration of the Trust or in the exercise of any power conferred upon the
Trustee by this Agreement. The Stockholders, and each of them, hereby covenant
with the Trustee that in the event that the assets of the Company or the
proceeds of insurance policies then in effect, if any, are insufficient to
indemnify the Trustee in accordance with the preceding sentence, the
Stockholders, and each of them, will in proportion to the amount of their
respective shares of capital stock subject to this Agreement, hold harmless and
keep indemnified the Trustee of and from all loss or damage which the Trustee
may sustain or be put to by reason of anything it may lawfully do in the
execution of this Trust other than as a result of its wilful misconduct.
Notwithstanding the foregoing, the liability of ▇▇▇▇▇▇▇▇▇▇ Trust Limited, as
Trustee of the Geneva Trust, shall not exceed the value of the assets then held
of record or beneficially by the Geneva Trust, including, without limitation,
the value of the Shares of which the Geneva Trust is then the beneficial owner.
The Trustee hereby agrees not to charge any fees for its services hereunder
except for the reimbursement of expenses necessarily incurred in connection with
the discharge of its duties hereunder, including without limitation attorney's
fees, and the Stockholders, and
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each of them, hereby agree to reimburse the Trustee for all such expenses in
proportion to the amount of their respective shares of capital stock subject to
this Agreement.
12. MEETING OF VOTING TRUST CERTIFICATE HOLDERS. A meeting of the voting
trust certificate holders may be called at any time by the Trustee. Written or
printed notice of any such meeting shall be given to all registered holders of
voting trust certificates, and such notice shall contain the date, time and
place of such meeting. At any such meeting, a quorum shall consist of a majority
in interest of the registered holders of voting trust certificates.
13. "STAND-OFF AGREEMENT". Each Stockholder, if requested by the Company
and the managing underwriter of an IPO, shall execute an agreement not to sell
publicly or otherwise transfer or dispose of any securities of the Company held
by such Stockholder for a specified period of time (not to exceed 180 days)
following the effective date of the registration statement filed with the
Commission in connection with the IPO provided that all members of the Company's
Board of Directors, the Company's Chief Executive Officer, President and Chief
Financial Officer execute such agreement.
14. AMENDMENTS AND TERMINATION. This Agreement may be amended or
terminated by a written amendment or declaration of termination signed by the
Company, the Trustee and by the holders of 80% in interest of the voting trust
certificates. If not previously terminated, this Agreement shall terminate upon
the first to occur of:
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(a) the merger or consolidation of the Company with or into another
corporation if such other corporation shall be the surviving and continuing
corporation, or the sale of all or substantially all of the assets or stock of
the Company to another corporation;
(b) the closing date of an underwritten public offering of common stock by
the Company pursuant to which the Company shall receive net proceeds of at least
$10,000,000; or
(c) December 31, 1998.
15. SALE AND TRANSFER OF COMPANY'S STOCK. Except as otherwise provided in
this Agreement, the Trustee shall not sell, hypothecate, pledge, assign or
otherwise transfer the stock of the Company, or any interest whatsoever therein,
held pursuant to this Agreement.
16. NOTICES; DISTRIBUTIONS. Unless otherwise specifically provided in this
Agreement, any notice to or communication with the holders of the voting trust
certificates hereunder shall be deemed to be sufficiently given or made if (i)
personally delivered or mailed, postage prepaid, to such holders at their
respective addresses appearing on the signature page hereof, which shall in all
cases be deemed to be the addresses of voting trust certificate holders for all
purposes under this Agreement, without regard to what other or different
addresses the Trustee may have for any voting trust certificate holder on any
other books or records of the Trustee or (ii) telecopied to the respective
telecopy number set forth on the signature page hereof and confirmed by letter
sent to the appropriate address set forth in clause (i)
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above. Copies of notices to the Stockholders shall be sent by telecopy
(confirmed by letter) to ▇▇▇▇▇ ▇. Pravda, Esq., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Green PC, ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telecopier number 617-342-4001.
Any notice to the Trustee or Company hereunder shall be sufficient if
personally delivered or mailed, postage prepaid, by certified or registered
mail, at the following addresses:
The Trustee: State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier number: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier number: ▇▇▇-▇▇▇-▇▇▇▇
The Company: International Integration Incorporated
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
With a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇▇ and ▇▇▇▇ LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier number: 617-526-5000
or telecopied to telecopier number ▇▇▇-▇▇▇-▇▇▇▇ and confirmed by letter sent to
the Company at the address set forth above.
Any party to this Agreement may change his or its address or telecopier
number for the giving of notices by giving notice of such changed address or
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telecopier number in the manner set forth above. All notices given hereunder
shall be deemed given as of the date of personal delivery or two days after the
date of mailing, as the case may be, except that any notice of change of address
or any notice delivered by telecopier shall be deemed given when received.
All distributions of cash, securities, or other property hereunder by the
Trustee to the holders of voting trust certificates may be made, in the
discretion of the Trustee, by mail (regular, registered or certified mail, as
the Trustee may deem advisable), in the same manner as hereinabove provided for
the giving of notices to the holders of voting trust certificates.
17. CONSTRUCTION. This Agreement was executed in the Commonwealth of
Massachusetts, is to take effect as a sealed instrument, and is binding upon and
inures to the benefit of the parties hereto and their successors and assigns.
The administration and interpretation of this Agreement shall be governed by the
laws of the Commonwealth of Massachusetts. The invalidity or nonenforceability
of any term or provision of this Agreement or of any voting trust certificate
shall in no way impair or affect the balance hereof or thereof, which shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereof have executed this Agreement under
seal, all as of the day and year first above written.
INTERNATIONAL INTEGRATION
INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Chief Executive Officer
TRUSTEE:
STATE STREET BANK AND TRUST
COMPANY
By:
-------------------------------------
Title:
----------------------------------
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IN WITNESS WHEREOF, the parties hereof have executed this Agreement under
seal, all as of the day and year first above written.
INTERNATIONAL INTEGRATION
INCORPORATED
By:
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Chief Executive Officer
TRUSTEE:
STATE STREET BANK AND TRUST
COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
----------------------------------
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Number of Shares STOCKHOLDERS:
Deposited with
Trustee:
5,355,025 Shares /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------ -----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier Number:
SUBRAMANIAM LIMITED PARTNERSHIP
Zero Shares By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
General Partner
Hereunto duly authorized
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., #▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier Number:
GENEVA TRUST
▇▇▇▇▇▇▇▇▇▇ Trust Limited, as Trustee
1,800,000 Shares By: /s/ [Illegible]
------------------------ -------------------------------------
Title: President/ Director
----------------------------------
Address: ▇▇▇▇▇▇▇▇▇▇ Trust Limited
P.O. Box HM 1179
▇▇▇▇▇▇▇▇ ▇▇ EX
Bermuda
Telecopier Number:
(▇▇▇)▇▇▇▇▇▇▇
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EXHIBIT I
VOTING TRUST CERTIFICATE
No. _________ _____________Shares
This certifies that the undersigned Trustee have received a certificate or
certificates in the name of ____________________ evidencing ownership of
________ shares of the Common Stock, $.01 par value, of INTERNATIONAL
INTEGRATION INCORPORATED (the "Company"), a Delaware corporation, and that said
shares are held subject to all of the terms and conditions of a certain Voting
Trust Agreement dated as of the __ day of September, 1997, by and among the
Company, State Street Bank and Trust Company as Trustee, and certain
stockholders of the Company (the "Agreement") and are entitled to all of the
benefits set forth in the Agreement. Copies of the Agreement and of every
amendment and supplement thereto are on file at the office of the Company and
shall be available for the inspection of every beneficiary thereof during normal
business hours. The holder of this certificate, which is issued, received and
held under the Agreement, by acceptance hereof, assents to and is bound by the
Agreement.
This Voting Trust Certificate has not been registered under the Securities
Act of 1933, as amended, and may not be sold or otherwise transferred unless (a)
covered by an effective registration statement under the Securities Act of 1933,
as amended, or (b) the trustee and the Company have been furnished with an
opinion of counsel satisfactory to them to the effect that no registration is
legally required for such transfer.
Subject to the provisions of the foregoing, this certificate is
transferrable only on the books of the trustee, by the registered holder in
person or his duly authorized attorney, and the holder hereof, by accepting this
certificate, manifests his consent that the trustee may treat the registered
holder hereof as the true owner for all purposes, except the delivery of stock
certificates, which delivery shall not be made without the surrender of this
certificate or otherwise pursuant to the aforesaid Voting Trust Agreement.
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IN WITNESS WHEREOF, Trustee has hereunto executed this certificate as of
the ______________ day of October, 1997.
TRUSTEE:
STATE STREET BANK AND
TRUST COMPANY
By:
--------------------------------------
Tit1e:
-----------------------------------
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