EXHIBIT 9
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VOTING TRUST AGREEMENT
BY AND AMONG
OUTSOURCE INTERNATIONAL, INC.,
THE TRUSTEES
AND
CERTAIN SHAREHOLDERS
OF
OUTSOURCE INTERNATIONAL, INC.
February 21, 1997
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VOTING TRUST AGREEMENT
Agreement made as of the 21st day of February, 1997, by and among
OutSource International, Inc., a Florida corporation, (the "Company"), ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (hereinafter sometimes referred to, together
with their successors in trust, as the "Trustees"), and each of the shareholders
of the "Company" listed on SCHEDULE 1 hereto (hereinafter sometimes referred to
individually as an "Initial Shareholder" and collectively as the "Initial
Shareholders").
W I T N E S S E T H
WHEREAS, as of the date hereof, the Company, the Trustees and the
Initial Shareholders have entered into an Agreement among Shareholders and
Investors, dated as of February 21, 1997 (the "AASI"), pursuant to which the
Initial Shareholders agreed to enter into a voting trust;
WHEREAS, as of the date hereof, each of the Initial Shareholders is
currently the holder of the shares of common stock, par value $.001 per share,
of the Company (the "Common Stock") set forth opposite his or its respective
name on SCHEDULE 1 attached hereto;
WHEREAS, the Initial Shareholders desire to grant the voting power with
respect to the shares of Common Stock of the Company beneficially owned or held
of record by them or hereafter acquired to the Trustees in all matters on the
terms and conditions set forth herein; and
WHEREAS, the Trustees have 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
of which is hereby acknowledged, the parties hereto promise, covenant, undertake
and agree as follows:
1. TRANSFER OF STOCK TO TRUSTEES. Upon executing this Agreement, each
of the Initial Shareholders shall deposit with the Trustees one or more
certificates representing the number of shares of Common Stock listed opposite
his, her or its name on SCHEDULE 1 hereto, and shall also deposit with the
Trustees immediately upon receipt certificates representing any other shares of
capital stock of any class or series of the Company having voting powers which
they acquire during the term of this Agreement, including any such shares
acquired through the exercise of any options, conversion or as dividends. All
such stock certificates shall be so endorsed, or accompanied by such instruments
of transfer as to enable the Trustees to cause such certificates to be
transferred into the names of the Trustees. All certificates for the Company's
Common Stock transferred and delivered to the Trustees pursuant hereto shall be
surrendered by the Trustees to the Company and canceled and new certificates
therefor shall be issued to and held by the Trustees in their own names in their
capacities as Trustees
hereunder and shall bear a legend indicating that the shares represented by such
certificate are subject to this Agreement. Upon receipt by the Trustees of the
certificates for any such shares of the Common Stock and the transfer of the
same into the names of the Trustees, the Trustees shall hold the same subject to
the terms of this Agreement and shall issue and deliver to each Initial
Shareholder voting trust certificates representing his, her or its interest in
such Common Stock deposited pursuant to this Agreement. Each voting trust
certificate to be issued and delivered by the Trustees in respect of the Common
Stock of the Company shall state the number of shares which it represents, shall
be signed by each of the Trustees and shall be in substantially the same form as
EXHIBIT A attached hereto and bear the restrictive legends set forth thereon.
The Trustees shall at all times keep, or cause to be kept, complete and accurate
records of all Common Stock or other securities deposited with them hereunder,
the identity, addresses and ownership of the depositing Initial Shareholders,
and all certificates of beneficial interest issued by the Trustees. Such records
shall be open to inspection by any depositing Initial Shareholder at all
reasonable times.
2. DIVIDENDS. If any dividend in respect of the stock deposited with or
acquired by the Trustees hereunder is paid, in whole or in part, in stock of the
Company having voting powers, the Trustees shall likewise hold, subject to the
terms of this Agreement, the stock certificates which are received by them on
account of such dividend, and the holder of each outstanding voting trust
certificate representing stock on which such dividend has been paid shall be
entitled to receive a voting trust certificate issued under this Agreement for
the number of shares and class of stock received as such dividend with respect
to the shares represented by such voting trust certificate. Holders entitled to
receive the voting trust certificates issued in respect of such dividends shall
be those registered as such on the transfer books of the Trustees at the close
of business on the record date for such dividend.
If any dividend in respect of the stock deposited with or acquired by
the Trustees hereunder is paid other than in capital stock of the Company having
voting powers, then the Trustees shall promptly distribute the same to the
holders of outstanding voting trust certificates registered as such at the close
of business on the record date for such 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 upon the capital stock of the
Company deposited with or acquired by the Trustees hereunder and paying the same
to the holders of outstanding voting trust certificates pursuant to the
preceding paragraph, the Trustees may instruct the Company in writing to pay
such dividends directly to the holders of the voting trust certificates
specified by the Trustees. Such instructions are deemed given hereby and until
receipt of written instructions to the contrary from the Trustees, the Company
agrees to pay such dividends directly to the holders of the voting trust
certificates. The Trustees may at any time revoke such instructions and by
written notice to the Company direct it to make dividend payments to the
Trustees.
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3. TRANSFER OF CERTIFICATES. Transfer of any voting trust certificate
(including without limitation any sale, assignment, donation, pledge,
encumbrance, grant of a security interest, hypothecation or other transfer or
disposition) shall be subject to the restrictions set forth in Subsection 2.2
and Section 3 of the AASI and any restrictions, provisions and conditions
applicable to the Common Stock which it represents, whether imposed by law, by
the Company's Articles of Incorporation, as amended, specified on such stock
certificates, in this Agreement, the AASI or any other agreements among the
parties hereto. Any attempted transfer in violation of such restrictions,
provisions and other conditions shall be void AB INITIO and the Trustees shall
not register such transfer or recognize the intended transferee as the holder of
the voting trust certificate for any purpose. To the extent permitted by law,
voting trust certificates shall not be subject to attachment, garnishment,
judicial order, levy, execution or similar process, however instituted, for
satisfaction of a judgment or otherwise.
Subject to the provisions of the foregoing paragraph, the voting trust
certificates shall be transferable on the books of the Trustees, at such office
as the Trustees 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 Trustees, and the Trustees may treat the
registered holder as owner thereof for all purposes whatsoever, but they 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 Trustees, in their discretion, may issue a duplicate of such certificate
upon receipt of (a) evidence of such fact satisfactory to them; (b) indemnity
satisfactory to them, including, without limitation, an indemnity bond,
sufficient in the judgment of the Trustees, to protect the Trustees, or any
agent, from any loss which any of them may suffer if a Voting Trust Certificate
is replaced; (c) the existing certificate, if mutilated; and (d) their
reasonable fees and expenses in connection with the issuance of a new trust
certificate.
4. WITHDRAWAL OF SHARES FROM VOTING TRUST. Any registered holder of
voting trust certificates hereunder may from time to time withdraw shares of
Common Stock represented thereby pursuant to this Agreement only in the manner
and subject to the conditions specified in Subsection 2.3 of the AASI, and such
shares, when so withdrawn, shall be free of any restrictions imposed by this
Agreement, but shall remain subject to any and all other restrictions imposed by
the AASI or other agreements or by law. Such withdrawal shall be effected only
by a written amendment to this Agreement in the form of EXHIBIT B hereto
executed by either of the Trustees then serving hereunder. Upon the surrender by
such holder to the Trustees of the voting trust certificate or certificates
designated in such amendment, each of the Trustees is authorized to deliver or
cause to be delivered to such holder a certificate or certificates for the
shares of the Common Stock of the Company so withdrawn, with any appropriate
restrictive legends, and a voting trust certificate in respect of the remaining
shares, if any. Nothing in this Section 5 or in any such amendment shall modify,
amend, limit or terminate any other restrictions contained in, or be construed
as a consent to
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any transfer of shares subject to this Agreement under, the AASI or any other
agreement or instrument, unless such amendment specifically refers to the AASI
or such other agreement or instrument and satisfies all requirements for
amendment or waiver thereof (including execution and delivery by appropriate
parties).
5. RIGHTS, POWERS AND DUTIES OF TRUSTEES.
(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 representing such shares
for cancellation, in each case in accordance with the terms of this Agreement,
title to all shares of Common Stock deposited hereunder shall be vested in the
Trustees, and the Trustees shall have the sole and exclusive right, acting as
hereinafter provided, to exercise, in person or by their nominees or proxies,
all rights and powers of the Initial Shareholders in respect of all Common Stock
deposited with or acquired by the Trustees hereunder, including the right to
vote thereon and to take part in or consent to any shareholders' action of any
kind whatsoever, whether ordinary or extraordinary, subject to the provisions
hereinafter set forth; provided that the Trustees shall exercise all such rights
with respect to the Common Stock deposited or acquired hereunder in accordance
with the provisions of Subsection 2.4(b) of the AASI.
Whenever action is required of the Trustees, such action may be taken
at a meeting of the Trustees or by written consents signed by either or both of
the Trustees; provided that the Trustees shall act only in accordance with the
terms of this Agreement and the AASI. A certificate signed by either of the
Trustees shall be conclusive evidence to all persons to any action taken by the
Trustees.
(b) The right to vote shall include the right to vote for the
election of directors and 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 shareholders of the Company. It is expressly understood
and agreed that 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
held by the Trustees 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 the Company's Common Stock are now or may hereafter become
entitled to do or perform by virtue of their being shareholders.
(c) The Trustees shall not incur any responsibility in their
capacity as shareholders or trustees, or individually or otherwise, in voting
the shares held hereunder or in any matter or act committed or omitted to be
done under or in connection with this Agreement, or for any vote or act
committed or omitted to be done by any predecessor or successor Trustee, except
for such Trustee's individual willful malfeasance.
4
(d) The Trustees shall maintain, or cause to be maintained,
complete and accurate records of all the Common Stock deposited with them
hereunder, the identity, addresses and ownership of the depositing shareholders,
and all voting trust certificates issued by the Trustees. Such records shall be
open to inspection by any depositing shareholder or other party to or
beneficiary under this Agreement on reasonable notice during business hours.
6. COMPENSATION AND REIMBURSEMENT OF THE TRUSTEES. The Trustees shall
serve without compensation. The Trustees shall have the right to incur and pay
such reasonable expenses and charges and to employ and pay such agents,
attorneys and counsel as they may deem necessary and proper. Any such expenses
or charges incurred by and due to the Trustee shall be reimbursed by the Initial
Shareholders and may be deducted from the dividends, proceeds or other moneys or
property received by the Trustees in respect of the capital stock deposited with
or acquired by the Trustees hereunder. Nothing herein contained shall disqualify
any Trustee or any successor Trustee, or any firm in which he is interested,
from serving the Company or any of its subsidiaries as an officer or director or
in any other capacity, holding any class of stock in the Company, becoming a
creditor of the Company or otherwise dealing with it in good faith, voting for
himself as a Director of the Company in any election thereof, or taking any
other action as a Trustee hereunder in connection with any matter in which such
Trustee has any direct or indirect interest. Notwithstanding the foregoing, each
Trustee shall be entitled to be fully indemnified by the holders of outstanding
voting trust certificates, pro rata in accordance with their interests at the
time of the relevant payment, against all costs, charges, expenses, loss,
liability and damage (other than those for which he is responsible under this
Agreement) incurred by him in the administration of this trust or in the
exercise of any power conferred upon the Trustee by this Agreement.
7. ADDITIONAL AND SUCCESSOR TRUSTEES. In the event that a Trustee
ceases to be a Trustee because of death, disability or otherwise, a successor
trustee shall be designated in accordance with the provisions of Section 2.4(a)
of the AASI in his place and stead and the parties to the AASI shall inform, by
written notice, the other Trustee(s) of such designation. The rights, powers and
privileges of each successor Trustee named hereunder shall be possessed by any
successor Trustee with the same effect as though such successor had originally
been a party to this Agreement.
The Trustees shall affix their signatures to this Agreement and each
successor Trustee appointed pursuant to this Section 8 shall accept appointment
or election hereunder by affixing his signature to this Agreement at the time he
becomes a Trustee hereunder. By affixing their signatures to this Agreement, the
Trustees and each successor Trustee agree to be bound by the terms hereof.
Reference in this Agreement to "Trustees" means the Trustee or Trustees
at the time acting in that capacity, whether an initial Trustee or any
additional or successor Trustee.
5
8. SALE AND TRANSFER OF COMPANY'S STOCK. Except as otherwise provided
in this Agreement, the Trustees shall not sell, hypothecate, pledge, assign or
otherwise transfer the shares of Common Stock held in the voting trust pursuant
to this Agreement.
9. AMENDMENT AND TERMINATION. This Agreement may be amended or
terminated by a written instrument signed by both Trustees in accordance with
the provisions of Section 2.5 of the AASI. Notwithstanding anything to the
contrary contained herein, this Agreement shall in any event terminate as of a
date which is before 10 years after the date of this Agreement.
10. TERMINATION PROCEDURE. Upon the termination of the voting trust at
any time, in accordance with Section 10 of this Agreement, the Trustees shall
mail written notice of such termination to the registered owners of the
outstanding voting trust certificates, at the addresses appearing on the
transfer books of the Trustees. From the date specified in any such notice
(which date shall be fixed by the Trustees) 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 Common Stock of the Company or other property
distributable under the terms hereof upon the surrender of such voting trust
certificates.
Within 30 days after the termination of this voting trust, the Trustees
shall deliver to the registered holders of all voting trust certificates
outstanding as of the date of such termination, stock certificates for the
number of shares of such class or classes of the Company's capital stock
represented thereby as to which they shall be entitled upon the surrender for
cancellation of such voting trust certificates, properly endorsed or accompanied
by properly endorsed instruments of transfer, if appropriate, at the place
designated by the Trustees, and after payment, if the Trustees so require, by
the persons entitled to receive such stock certificates, of a sum sufficient to
cover any stamp tax or governmental charge in respect of the transfer or
delivery of such stock certificates. Such certificates or shares shall bear such
legend referring to the restrictions on transfer of such shares as may be
required by this Agreement, by law or otherwise. Thereupon, all liability of the
Trustees for delivery of such certificates of shares shall terminate, and the
voting trust certificates representing the beneficial interest in the shares so
delivered by the Trustee shall be null and void.
If upon such termination, one or more registered holders of outstanding
voting trust certificates shall fail to surrender such voting trust
certificates, or the Trustees for any reason shall be unable to comply with the
provisions of the preceding paragraph, the Trustees may, at any time subsequent
to 30 days after the termination of this Agreement, deposit with the Company
stock certificates representing the number of shares of capital stock
represented by such voting trust certificates, together with written
instructions authorizing the Company to deliver such stock certificates in
exchange for voting trust certificates representing a like interest in the
capital stock of the Company; and upon such deposit, all further liability of
the Trustees for the delivery of such stock certificates and the delivery or
payment of dividends
6
upon surrender of the voting trust certificates shall cease, and the Trustees
shall not be required to take any further action hereunder.
11. NOTICES, ETC. Except as otherwise provided in this Agreement,
notices and other communications under this Agreement shall be in writing and
shall be delivered by courier, or mailed by a nationally recognized overnight
courier, postage prepaid, addressed, (a) if to the Company, at its address set
forth on the signature page attached hereto, to the attention of the Chief
Executive Officer, or at such other address, or to the attention of such other
officer, as the Company shall have furnished to the other parties hereto in
writing, or (b) if to any of the Trustees, at the address specified on the
signature pages attached hereto or such other address as the Trustee shall have
furnished to the other parties hereto in writing, or (c) if to any of the
Initial Shareholders, at the address specified on SCHEDULE 1 attached hereto, or
at such other address as the Initial Shareholder shall have furnished to the
other parties hereto in writing. This Agreement, the AASI and any and all other
agreements or documents delivered in connection herewith or therewith embody the
entire agreement and understanding between the Company, the Trustees and the
Initial Shareholders and supersede all prior agreements and understandings
relating to the subject matter hereof.
12. HEADINGS. The descriptive headings of the articles and sections of
this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
13. CONSTRUCTION. This Agreement is to be governed by, and constructed
in accordance with, the laws of the State of Florida, 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 invalidity or nonnenforceability of
any term or provision of this Agreement or of any voting Trust Certificate shall
in no way impair or effect the balance hereof or thereof, which shall remain in
full force and effect.
14. EXECUTION. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instruments.
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VOTING TRUST AGREEMENT
INITIAL SHAREHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as
Trustee of the ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ Revocable Trust
dated August 25, 1995
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as
as Co-Trustee of the ▇▇▇▇▇▇ ▇. Trustee of the ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ Irrevocable Trust ▇▇▇▇▇▇▇▇ Revocable Trust
dated February 28, 1996 dated August 25, 1995
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Trustee
of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
S Stock Trust dated
January 1, 1995
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Co-
Trustee of the ▇▇▇▇▇
▇▇▇▇▇▇▇▇ OutSource Trust
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Co-
Trustee of the ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ OutSource Trust
dated November 24, 1995
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as
Trustee of the
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
A Stock Trust dated
January 1, 1995
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Co-
Trustee of the ▇▇▇▇▇
▇▇▇▇▇▇▇▇ OutSource Trust
dated November 24, 1995
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Co-
Trustee of the ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ OutSource Trust
dated November 24, 1995
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
VOTING TRUST AGREEMENT
COMPANY SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
OUTSOURCE INTERNATIONAL, INC.,
A FLORIDA CORPORATION
BY:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
VOTING TRUST AGREEMENT
TRUSTEES' SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address: Sixty ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE 1
INITIAL SHAREHOLDERS
NAME ADDRESS SHARES HELD
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 2,202,602
Ft. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. Morelli1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 1,092,561
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. Morelli1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. Morelli1 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 86,763
#▇-▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 783,123
dated August 25, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 783,123
dated August 25, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ S-Stock Trust ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 86,507
dated January 1, 1995 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ S-Stock Trust ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 86,948
dated January 1, 1995 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Outsource Trust 1122 ▇. ▇▇▇▇▇ 481,092
dated November 24, ▇▇▇▇ ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Outsource Trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 394,698
dated November 24, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT A
FORM OF
VOTING TRUST CERTIFICATE
NO._______________ NUMBER OF SHARES:________SHARES OF
COMMON STOCK
This certifies that the undersigned trustees have received a
certificate or certificates in the name of _________________________ evidencing
ownership of__________________________ shares of the Common Stock, par value
$.001 per share, of Outsource International, Inc. (the "Company"), a Florida
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 21st day of
February, 1997, by and among the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ as Trustees, and certain shareholders of the Company and are entitled
to all of the benefits set forth in such Agreement. Copies of the aforesaid
Voting Trust 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 such Agreement, by
acceptance hereof, assents to and is bound by such Agreement with like effect as
if such Voting Trust Agreement had been signed by him in person.
The shares of stock represented by this certificate bear the legends:
"These shares have not been registered under the Securities Act of 1933,
as amended, and may not be sold or otherwise transferred except pursuant
to an effective registration statement under said act."
"These shares are subject to restrictions on transfer, a copy of which
will be furnished by the Company to the holder of this certificate upon
written request and without charge."
"The Company is authorized to issue more than one class of stock. The
Company will furnish without charge to each shareholder who so requests
a copy of the designations, preferences, and relative rights and
limitations of each outstanding class of stock of the Company."
"These shares are subject to a certain Voting Trust Agreement, dated as
of February 21, 1997, by and among the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as trustees, and certain shareholders of the
Company, a copy of which agreement will be furnished by the Company to
the holder of this certificate upon written request and without charge,
and these shares can only be transferred subject to, and in accordance
with, such agreement.
This Voting Trust Certificate (i) 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 trustees 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 and (ii) is subject to the
same restrictions on transfer as the shares of capital stock of the Company it
represents.
Subject to the provisions of the foregoing, this certificate is
transferable only on the books of the trustees by the registered holder in
person or his duly authorized attorney, and the holder hereof, by accepting this
certificate, manifests his consent that the trustees 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.
IN WITNESS WHEREOF, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, trustees
have hereunto executed this certificate as of the 21st day of February, 1997.
_______________________________
as trustee but not individually
_______________________________
as trustee but not individually
EXHIBIT B
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, [__________] and [__________] are Trustees under a Voting
Trust Agreement dated ____________, _____, [as amended] (such Voting Trust
Agreement, [as amended,] being referred to herein as the "Agreement"); and
WHEREAS, [ _______________ ] desires to withdraw [ ________________ (
______ )]shares of Common Stock of Outsource International, Inc., a Florida
Corporation in accordance with the provisions of Section __ of the Agreement
among Shareholders and Investors, dated as of February __, 1997;
WHEREAS, the Trustees desire to consent and agree to the
above-described transactions.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The parties hereto do hereby consent to the withdrawal of such
shares and amend Schedule A to the Agreement by amending and restating Schedule
A in its entirety to read as follows:
SCHEDULE A
CERTIFICATE NOS./
SHAREHOLDER/ADDRESS NO. OF SHARES
[NAME OF REGISTERED HOLDERS] [___________]
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one
or more counterparts under seal as of the [__]th day of [ _______ ], 19[__].
[Signatures to be added per the terms of the
Agreement]