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EXHIBIT 99.(C)(1)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
This Agreement entered into this 3rd day of November 1995 between
Ameribank Corporation ("Ameribank") of Shawnee, Oklahoma, and J. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ("Purchasers"), all of
Shawnee, Oklahoma.
WHEREAS, Ameribank owns or through acquisition will own certain Common
Stock and 9% Cumulative Non-Voting Preferred Stock ("Preferred Stock") of
United Oklahoma Bankshares, Inc. (the "Company"); and
WHEREAS, Ameribank desires to sell to each individual Purchaser sixteen
and one-third percent (16 1/3%) of the shares of Common Stock and Preferred
Stock of the Company acquired by Ameribank; and
WHEREAS, this Agreement sets forth the understandings and agreements
pursuant to which Purchasers will acquire from Ameribank such shares of Common
Stock and Preferred Stock of the Company.
NOW THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration recited herein, Ameribank and Purchasers agree as
follows:
1. Sale of Stock. Ameribank hereby sells to each Purchaser sixteen
and one-third percent (16 1/3%) of all the shares of Company's outstanding
Common Stock and Preferred Stock which are now owned or hereafter acquired by
Ameribank at the Purchase Price (defined herein). The Purchasers agree
individually and not jointly and severally to acquire such shares and pay to
Ameribank the Purchase Price.
2. Definitions. As used in this Agreement, the following terms are
defined to be:
2.1. Purchase Price. The Purchase Price for the shares described above
shall be the price that Ameribank has paid or will pay to acquire the shares
from certain selling shareholders pursuant to Stock Purchase Agreements dated
January 18, 1995, and as a result of acquisition of shares made pursuant to
private purchases and tender offers for such Common Stock and Preferred Stock,
plus Interest from the date of Ameribank's acquisition of such shares to the
closing of the purchase contemplated herein.
2.2. Interest. The term "Interest" shall mean the base rate of
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interest posted by The Chase Manhattan Bank, N.A. as its base rate or general
reference rate and as announced publicly from time to time.
3. Payment of Purchase Price. After the conditions in Section 5
below are satisfied, the Purchasers shall pay in cash the Purchase Price to
Ameribank.
4. Delivery of Shares. On the basis of the terms, representations
and agreements and subject to the conditions hereinafter set forth, Ameribank
agrees to convey, transfer and deliver the Common Stock and Preferred Stock.
The Certificates for the shares of stock to be conveyed, transferred and
delivered to Purchasers shall be physically present at the closing, duly
endorsed in blank and in a form reasonably acceptable to Purchasers. The
Certificates shall be free and clear of any liens, mortgages, security
interests, encumbrances or charges of any kind.
5. Conditions. This sale is not effective, and title to the stock
shall not pass from Ameribank to Purchasers, until (i) formal approval for such
transfer has been obtained from the Federal Reserve Board, and any other
regulatory authority; (ii) the parties have entered into an acceptable
Shareholder's Buy-Sell Agreement restricting the future transfer of shares in
substantially the form as set forth in Exhibit "A" hereto; and (iii) the
parties have entered into a Voting Trust Agreement in substantially the form
set forth in Exhibit "B" hereto.
6. Termination. This Agreement shall terminate if any of the
regulatory authorities or any other regulatory agency disapproves any of the
applications required to be filed by the Purchasers with such agency.
7. Closing. The Closing shall take place at the offices of J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at such other place as
is mutually agreeable to Purchasers and Ameribank. The Closing shall occur,
unless this Agreement is terminated as provided for herein, within fifteen (15)
days of all requisite approvals from regulatory authorities including, to the
extent necessary, the Office of the Comptroller of the Currency and/or the
Board of Governors of the Federal Reserve System and the Oklahoma State Banking
Department are received.
8. Prior Agreements. Ameribank shall to the extent possible assign
any warranties of title accompanying the shares acquired by Ameribank from
third parties.
9. Regulatory Filings. The parties agree that they will file only
one statement as a group containing the information required by Schedule 13D
promulgated pursuant to the provisions of
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Regulation 13D of the Securities Exchange Act of 1934. The parties agree to
cooperate with each other to furnish all required information in order to
timely file such Schedule 13D.
10. Notice. Any notice required hereunder shall be given in writing
by registered mail and shall be deemed to have been given on the date such
notice is posted, with postage prepaid, addressed to the last address of the
addressee.
11. Binding on Assigns. This Agreement shall be binding upon the
parties hereto, their heirs, personal representatives, executors,
administrators, successors and assigns.
12. Governing Law. This Agreement shall be governed by the laws of
the State of Oklahoma.
IN WITNESS WHEREOF, we have set our hands this 3rd day of November 1995.
AMERIBANK CORPORATION PURCHASERS
By:/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- -------------------------
Its President J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------
/s/ D.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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EXHIBIT "A"
TO STOCK PURCHASE AGREEMENT
SHAREHOLDERS AGREEMENT
This Agreement is made as of the ___ day of __________ 1995, among J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ("Shareholders other
than Ameribank") and Ameribank Corporation ("Ameribank") (the "Shareholders",
collectively), and United Oklahoma Bankshares, Inc. (the "Corporation"), an
Oklahoma corporation. In consideration of the promises contained herein and the
benefits to be derived from the mutual observance of the provisions of this
Agreement, the parties agree as follows:
1. Corporation Stock. Shareholders own the following number of
shares of the common stock, and the 9% Cumulative Non-voting Preferred Stock,
of Corporation (the "Corporation Stock"):
NUMBER OF SHARES NUMBER OF SHARES
SHAREHOLDERS OF COMMON OF PREFERRED
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ________ _________
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ________ _________
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ________ _________
Ameribank has contemporaneously with the execution hereof sold and
delivered to Shareholders other than Ameribank the Common Stock listed above.
The Shareholders and the Corporation believe it to be in their mutual interest
that Shareholders other than Ameribank be restricted in their right to dispose
of their Corporation Stock and that certain other rights and obligations of the
parties hereto be agreed upon as specified herein.
2. Restrictions Upon Disposition. Shareholders shall not be
permitted to dispose of any shares of Corporation Stock without the prior
written consent of the other Shareholders, except as provided in Section 3. The
term "dispose" includes, without limitation, the acts of selling, assigning,
transferring, pledging, encumbering, giving and any other form of conveying,
whether voluntary or by operation of law.
3. Restrictions Upon Sale.
3.1 Offer to Ameribank. During the continuance in force of this
Agreement, Shareholders other than Ameribank shall not be permitted to sell any
shares of Corporation Stock unless the number of shares of Corporation Stock
owned by such Shareholder proposed to be sold shall have first been offered in
writing by such Shareholder for sale to Ameribank at the price and upon the
terms as provided in paragraphs 5 and 6 hereof. Ameribank shall have
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thirty (30) days from the date of the delivery of such written offer in which
to accept such offer by delivering its written acceptance to the Shareholders
other than Ameribank.
3.2 Offer to Corporation. If the offer provided in Section 3.1 has
not been accepted upon the expiration of such thirty-day period (or if
Ameribank has sooner waived in writing the right to accept such offer), then
such shares of Corporation Stock shall be offered in writing by Shareholders
other than Ameribank for sale to Corporation who shall have the right to
purchase the shares of Corporation Stock offered for sale at the price and upon
the terms as provided in paragraphs 5 and 6 hereof by accepting such offer in
writing within thirty (30) days from the date of the delivery of such written
offer. Shareholders other than Ameribank shall not be obligated to sell any
shares of Corporation Stock to the Corporation unless all shares of Corporation
Stock offered for sale by Shareholders other than Ameribank are purchased by
the Corporation.
3.3 Right to Sell Stock. If the offers provided in Sections 3.1 and
3.2 have not been accepted upon the expiration of the option periods (or if the
Corporation and Ameribank have sooner waived in writing their right to accept
such offers or if all the shares of Corporation Stock offered for sale by
Shareholders other than Ameribank are not purchased by Ameribank), Shareholders
other than Ameribank shall have the right for a period of sixty (60) days to
sell that number of shares of Corporation Stock which had been offered to the
Corporation and to Ameribank in Sections 3.1 and 3.2, to a third party
specified in a written offer at a price not less than and upon terms not more
favorable than offered to the Corporation and to Ameribank. Any shares of
Corporation Stock not sold within such sixty-day period after there shall have
been compliance with this Section 3 shall again become subject to the
restrictions of this Agreement.
4. Death of a Shareholders other than Ameribank.
4.1 Option to Ameribank. Upon the death of a Shareholder other than
Ameribank, Ameribank shall have the option to purchase all shares of
Corporation Stock owned by such Shareholder at the purchase price and upon the
terms specified in Section 5 and 6 by giving written notice to the legal
representative (or heirs-at-law) of such Shareholder within thirty (30) days
after the appointment of such legal representative (or upon his heirs-at-law
within ninety (90) days after the death of such Shareholder if a legal
representative has not been appointed within such ninety (90) day period).
4.2 Option to Corporation. If Ameribank does not exercise its option
pursuant to Section 4.1 upon the death of a Shareholder other than Ameribank,
then the Corporation shall have an option to
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purchase all the shares of Corporation Stock owned by such Shareholder at the
purchase price and upon the terms specified in Sections 5 and 6 by giving
written notice to the legal representative (or heirs-at-law) of such
Shareholder within sixty (60) days after the appointment of a legal
representative (or upon his heirs-at-law within one hundred twenty (120) days
after the death of such Shareholder if a legal representative has not been
appointed within such one hundred twenty (120) day period). The legal
representative (or the heirs-at-law) of such Shareholders shall not be
obligated to sell any shares of Corporation Stock to the Corporation unless all
shares of Corporation Stock owned by such Shareholders are purchased by the
Corporation. The purchase price and the manner of payment shall be as specified
in Sections 5 and 6.
4.3 Option of Legal Representative. If neither Ameribank nor the
Corporation exercise their options pursuant to Sections 4.1 and 4.2 upon the
death of such Shareholder other than Ameribank, the legal representative of
such Shareholder shall have the option to require the Corporation to purchase
all shares of Corporation Stock owned by such Shareholder at the purchase price
and upon the terms specified in Section 5 and 6 by giving written notice to an
officer of the Corporation within thirty (30) days after the date on which the
time expired for exercise by the Corporation of its option to purchase all
shares of Corporation Stock.
4.4 Time of Closing. The consummation of the purchase shall be as
soon as practicable after appropriate probate administration procedures have
been completed.
5. Purchase Price. The purchase price for the Corporation Stock of a
Shareholder other than Ameribank (pursuant to Sections 3 and 4) shall be equal
to:
The Fair Market Value of the Corporation Stock as of the end of the last
day of the month immediately preceding the date of death of a Shareholder other
than Ameribank or the date of the offer of a Shareholder other than Ameribank.
The term Fair Market Value means the value of the Corporation Stock as agreed
upon between the Shareholders or Ameribank and the legal representative of
Shareholders. If the Shareholders are unable to agree upon the value, an
independent appraiser shall be appointed by one of the Shareholders to appraise
the underlying assets of the Corporation. If the Shareholders agree, such
appraisal reflects the fair value of the Corporate Stock such amount will be
deemed the Fair Market Value. If the non-appointing Shareholder disagrees with
such appraisal, he will appoint an appraiser to appraise the underlying assets
of the Corporation. If the Shareholders agree such appraisal reflects the fair
value of the Corporate Stock, such amount will be deemed the Fair Market Value.
If the Shareholders still cannot agree, the previously appointed appraisers
will mutually appoint a
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third appraiser to appraise the underlying assets of the Corporation, whose
appraisal shall be final and binding as to the Fair Market Value of the
Corporation's stock. The parties agree that any determination of Fair Market
Value shall be made based on the valuation of the Corporation divided by the
prorata ownership of such Shareholders' Corporation Stock and shall not be
reduced to take into account a minority discount.
6. Manner of Payment. Payment of the purchase price shall be made in
cash within six (6) months after the date on which Fair Market Value was
determined, with interest at the Prime Rate from the date on which or Fair
Market Value was determined to the date of payment. The term "Prime Rate"
means the prime interest rate charged on 90-day loans to responsible and
substantial customers of Bank of Oklahoma, N.A.
7. Closing Procedures. The closing of any purchase of Corporation
Stock pursuant to this Agreement shall be held at the principal place of
business of the Corporation or at such other place as the parties to such
Closing may agree upon. The certificates representing the Corporation Stock,
duly endorsed, free and clear of all liens and encumbrances, and ready for
transfer, shall be delivered to the purchasing party at the time the purchase
price is paid by delivery of the payment therefor as provided in this
Agreement. If the Corporation is indebted to a Shareholder, then such
indebtedness must be repaid or personally guaranteed by Ameribank as a
condition precedent to Shareholder's obligation to sell his Corporation Stock.
8. Sale of All Corporation Stock. Notwithstanding any other
provision contained herein, if Shareholders holding shares of a class of Common
Stock representing more than 50% of the class (Selling Shareholders) desire to
sell to a third party or if Ameribank desires to sell shares of a class of its
Corporation Stock to a third party and neither the Corporation nor the
remaining shareholders desire to acquire such Corporation Stock under the terms
hereof, then such sale cannot be consummated unless all Shareholders are
provided the opportunity to sell their Shares of Corporation Stock to such
third party on the same basis as the Selling Shareholders or Ameribank.
9. Endorsement of Stock Certificates. Immediately after execution of
this Agreement, Shareholders shall deliver to the Corporation the certificates
representing all of the shares of the Corporation Stock owned by such
Shareholder, and the Corporation shall endorse on each such certificate a
legend reading substantially as follows:
NOTICE
Any sale, assignment, transfer, pledge or other
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disposition of the shares of stock represented by this
Certificate is restricted by, and subject to, the terms and
provisions of a Shareholders Agreement, dated _____________, a
copy of which is on file with the Secretary of United Oklahoma
Bankshares, Inc. By acceptance of this certificate, the holder
hereof agrees to be bound by the terms of such Agreement.
A copy of this Agreement shall be filed with the Secretary of the Corporation.
During the term of this Agreement, the foregoing legend shall be endorsed on
each certificate representing shares of Corporation Stock hereafter issued by
the Corporation to any transferee of a Shareholder whose shares of stock are
subject to the terms of this Agreement. No Shareholder shall cause or permit
the removal of the legend from the certificates representing the shares owned
by such Shareholder.
10. Termination. This Agreement shall terminate:
10.1 Sale. Upon the sale of Corporation Stock pursuant to Section 3.3,
only with respect to that particular Corporation Stock.
10.2 Voluntary. Upon the agreement of the Shareholders.
10.3 Involuntary. Upon the bankruptcy, receivership or dissolution of
the Corporation, with respect to all Corporation Stock.
Upon termination of this Agreement with respect to all or a part of the
Corporation Stock, the Secretary of the Corporation shall, upon tender of the
Certificates representing the Corporation Stock affected, issue new
certificates without the legend provided in Section 8. Corporation Stock
acquired from a deceased Shareholder through inheritance shall remain subject
to this Agreement and such Shareholder shall be bound by and inure to the
benefits of the terms and conditions of this Agreement.
11. General.
11.1 Notices. All notices, offers, acceptances, requests and other
communications hereunder shall be in writing and shall be sufficient if
delivered personally or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the Corporation or to the Shareholders at
the addresses on the signature page hereof, or at such other addresses as the
parties hereto may designate to the others in writing. All notices shall be
deemed received when delivered personally or, if mailed, within three (3) days
(excluding Sundays and holidays) after being mailed.
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11.2 Integrated Agreement. This Agreement constitutes the entire
agreement among the parties and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof. All
exhibits attached hereto are hereby incorporated herein and made a part of this
Agreement. This instrument is not intended to have any legal effect whatsoever,
or to be a legally binding agreement, or any evidence thereof, until it has
been signed by all parties.
11.3 Invalidity. If any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.
11.4 Authorization. The execution of this Agreement by the
Shareholders of the Corporation shall also constitute their ratification,
consent, and approval to the execution of this Agreement on behalf of the
Corporation in their capacities as directors and officers.
11.5 Binding Effect. This Agreement shall be binding upon the
Corporation, the Shareholders, their respective legal representatives and
successors and shall also be binding upon any person to whom any Corporation
Stock is transferred in violation of this Agreement.
11.6 Counterpart Execution. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
11.7 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oklahoma, without reference to its
conflict of laws principles.
11.8 Section Headings. Section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.9 Attorney's Fees. In any action brought by any party hereto to
enforce the obligations of any other party hereto, the prevailing party shall
be entitled to collect such party's reasonable attorney's fees, court costs and
expenses in such action.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SHAREHOLDERS
AMERIBANK CORPORATION UNITED OKLAHOMA BANKSHARES, INC.
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By: By:
--------------------------- ---------------------------
Its Its
------------------------ ------------------------
------------------------------
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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EXHIBIT "B"
TO STOCK PURCHASE AGREEMENT
VOTING TRUST AGREEMENT
This Agreement, made as of this ____ day of ____________, 1995, between
holders of certain shares of the Common Stock, and any other type of voting
stock that may be issued by United Oklahoma Bankshares, Inc., a corporation
organized under the laws of Oklahoma (hereinafter called the "Company"), having
its principal office in Del City, Oklahoma, who shall become parties to this
Agreement by signing it (called the "Shareholders") and Ameribank Corporation,
an Oklahoma corporation (called the "Trustee").
The Shareholders believe it to be for the best interests of all the
holders of Common Stock and other voting stock of the Company that the Company
shall be managed by the Trustee for a period of ten (10) years from this date.
They believe that their object can best be accomplished by giving to the
Trustee as their agent and attorney-in-fact irrevocable powers as are set
forth under the terms and conditions of this Voting Trust Agreement.
Now, this Agreement provides that:
The Shareholders, in consideration of their mutual promises, agree to
and with each other and with the Trustee, and the Trustee agrees with the
Shareholders as follows:
1. By signing this Agreement, or a counterpart, each of the
Shareholders holding shares of the Common Stock and/or other voting stock of
the Company, to the number set opposite his, her or its name, as subscribed,
and the additional voting shares now owned or subsequently acquired by the
Shareholders during the term of this Agreement, respectively, assigns the same
to the Trustee and severally agrees to deposit the stock certificates, with
proper transfers in favor of the Trustee, with the Trustee, and to receive in
exchange voting trust certificates as provided, and the shares represented by
the stock certificates deposited shall be transferred upon the books of the
Company to the name of the Trustee, who is fully authorized and empowered to
cause the transfers to be made, and also to cause any further transfers of the
shares to be made which may become necessary through any change of the persons
holding the office of the Trustee, as provided. During the period when this
Agreement shall be in force, the Trustee shall possess the legal title to the
shares deposited and be entitled to exercise all rights of every kind and
nature, including the right to vote in person or by proxy, in any respect to
any or all shares. It is understood, however, that the holders of voting trust
certificates to be issued by the Trustee shall be entitled to receive payments
of all dividends other than pro-rata distributions of additional voting shares
of the Company by way of stock dividends or partial liquidations, if any,
declared by the
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Company with respect to the shares of the Common Stock deposited with the
Trustee. It is further understood that stock distributions shall be issued in
the name of the Trustee as additional deposits and that the Trustee shall issue
additional voting trust certificates.
2. The Trustee does hereby agree with the Shareholders that from time
to time, upon request, the Trustee will cause to be issued to the Shareholders,
in respect to all stock deposited by them, voting trust certificates to an
aggregate amount equal to the amount of all shares of the Common Stock so
deposited, which voting trust certificates shall be in substantially the
following form:
UNITED OKLAHOMA BANKSHARES, INC.
Certificate
No. ______ Voting Trust Certificate ______ shares
This certifies that ______ has deposited ______ shares of the Common
Stock of the above-named corporation with the Trustee named, under a Voting
Trust Agreement, dated ____________ 1995, between Ameribank Corporation,
Trustee, and certain Shareholders of United Oklahoma Bankshares, Inc. This
certificate and the interest represented is transferable only on the books of
the Trustee upon its presentation and surrender. The holder of this certificate
takes it subject to all the terms and conditions of the above Voting Trust
Agreement between the Trustee and the Shareholders of the above-named
corporation, and becomes a party to the Agreement and is entitled to its
benefits.
IN WITNESS, the Trustee has caused this certificate to be signed this
____ day of ____________ 1995.
______________________________
3. Except as otherwise provided, upon the declaration of any dividends
by the Company with respect to the shares of any of the classes of stock
deposited with the Trustee, the Trustee shall cause all dividends to be
distributed by the Company pro rata among the Shareholders in proportion to the
number of shares of that class of stock upon which the particular dividend is
paid, represented by the voting trust certificates issued to and held by each
of them.
4. This Voting Trust Agreement shall be effective and remain in force
between the parties from its date to and including the ____ day of ____________
2005, at 12:00 noon, EST, and for and
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during the period the Shareholders agree with each other and with the Trustee,
and the Trustee accepts this trust upon the condition of this Agreement, that
the Shareholders will not sell, transfer or otherwise dispose of their
respective shares of stock deposited; but the Shareholders shall be at liberty
to deal with their voting trust certificates by way of sale, transfer or other
disposition, as they choose subject to any Shareholder's Buy-Sell Agreement
applicable to such shares. Upon presentation and surrender to the Trustee of
any voting trust certificate sold or transferred, by the purchaser or
transferee, the Trustee shall, in exchange for the voting trust certificate
surrendered, issue and deliver to the purchaser or transferee a new voting
trust certificate in the form set forth above.
5. In the event of dissolution or liquidation of the Company during the
period of this Voting Trust Agreement, in such a manner as to entitle the
holders of shares of any class of its stock to liquidating dividends, the
Trustee shall cause all liquidating dividends to be distributed by the Company
pro rata among the Shareholders in proportion to the number of shares of those
respective classes of stock upon which liquidating dividends are paid,
represented by the voting trust certificates issued to and held by each of
them.
6. In the event of a merger or consolidation involving the Company, the
termination date shall be accelerated to the effective date of the
consolidation or merger unless the Trustee, gives notice not later than thirty
days after the merger or consolidation, to the holders of the voting trust
certificates of an election to continue this Agreement for its full term,
substituting where appropriate the voting shares issued out of the
consolidation or merger for the shares initially deposited with the Trustee.
7. Upon the termination of this Voting Trust Agreement certificates for
the shares of the various classes of stock deposited with the Trustee shall be
delivered by the Trustee to the holders of voting trust certificates, in the
proportion of their respective holdings, upon presentation and surrender to the
Trustee of the voting trust certificates.
8. Nothing contained here shall deprive the Trustee of the privilege
enjoyed by all the Shareholders of selling or otherwise disposing of, at its
pleasure, any voting trust certificate issued to it, with respect to shares of
stock deposited by it, if any, or of purchasing additional voting trust
certificates, or of purchasing additional shares of stock of the Company.
9. The Trustee shall not be entitled to any compensation for its
services as trustee, but the Shareholders shall reimburse it and hold it
harmless for any expenses and disbursements reasonably
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incurred by the Trustee in connection with any litigation which may arise in
respect to this Voting Trust Agreement or in respect to the Company, to which
the Trustee is a necessary party.
10. Upon the dissolution or resignation of the Trustee, a Successor
Trustee shall be appointed by the majority vote of the Shareholders. The term
"trustee" or "trustee" as used in this Agreement shall apply to the Trustee and
its successor, and all the provisions of this Agreement shall apply equally to
the Trustee and to its successors.
11. In voting on all matters which may come before any meeting of
Shareholders of the Company, the Trustee and Successor Trustee shall exercise
their best judgment, but it is understood that the Trustee incurs no
responsibility by reason of any error of law or by any matter or thing done or
omitted under this Agreement, except for their own individual malfeasance.
12. From time to time after this Agreement has taken effect the
Trustee, or its successor, may receive deposits of any additional stock
certificates representing full-paid shares of the Common Stock or other voting
stock of the Company, upon the terms and under the conditions of this Voting
Trust Agreement, and in respect of all deposits received the Trustee shall
issue and deliver voting trust certificates similar to those mentioned above
entitling the holders to all the rights specified above.
13. The Trustee by signing this Agreement, or a counterpart, accepts
the trust created.
IN WITNESS WHEREOF, the several parties have set their hands and seals
as of the date first written above.
NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED
_________________________ P. O. Box 1089 _________________________
D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ _________________________
_________________________ P. O. Box 3515 _________________________
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ _________________________
_________________________ P. O. Box 1089 _________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ _________________________
TRUSTEE ADDRESS
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NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED
AMERIBANK CORPORATION
By:____________________
Its_________________
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