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§4.204 PROXY STATEMENTS: STATEGY & FORMS 4-298© 1993 Jefren Publishing CompanyInc. VOTING TRUST AGREEMENT This Agreement, dated as of the ________th day of ______, 20___, among ___________, ___________, a ___________ corporation (the "Shareholder"), __________________, ________________ (the "Voting Trustees"), ____________________, a national banking association (the "Depositary"), and ________ Corporation (the "Company"): WITNESSETH: WHEREAS, Company is a corporation organized and existing under the laws of the State of ________________, with an authorized capital stock divided into 12,000,000 shares, consisting of 2,000,000 shares of Class A Common Stock, without par value ("Class A Stock"), 2,000,000 shares of Class B Common Stock, without par value ("Class B Stock"), and 8,000,000 shares of Common Stock, without par value ("Common Stock"); WHEREAS, the Shareholder owns 276,191 shares of Common Stock and all 1,904,763 outstanding shares of Class B Stock; and WHEREAS, on the date hereof all of such shares of Class B stock are being automatically converted to Common Stock; and WHEREAS, in order to insure continuity and stability of policy and management and for the benefit and protection of the present and future holders of Common Stock, pursuant to the terms of the Note Purchase Agreement dated as of October 28, 1991 by and between the Company and the Shareholder (the "Note Purchase Agreement"), the Company, as a condition to the sale of the certain Subordinated Notes to the Shareholder and the release of the Shareholder from certain obligations referred to therein, required the deposit hereunder with the Depositary as agent of the Voting Trustees, of the stock being so deposited, and the Shareholder deems the deposit of its stock hereunder to be to its interest; NOW, THEREFORE, in consideration of the premises the parties hereby agree as follows: 1. The Shareholder, simultaneously with the execution hereof, is causing to be issued by the Company in the name of the Voting Trustees and to be deposited with the Depositary as agent for the Voting Trustees, certificates for all Common Stock to which the Shareholder may be entitled upon conversion of its Class B Stock, or is delivering to the Depositary as agent certificates for the Common Stock currently held by the Shareholder (other than 100 shares thereof), properly stamped for transfer and duly endorsed in blank or accompanied by proper instruments of assignment and transfer thereof in blank duly executed, and in either case accepting in respect thereof, a certificate or certificates issued under this agreement. 2. The Voting Trustees hereby agree with the Shareholder that, from time to time, upon request, they will cause to be duly issued to the Shareholder, or upon their order, in respect of all Common Stock caused by the Shareholder to be issued in the name of the Voting Trustees as aforesaid, or in exchange for all certificates of shares received from the Shareholder by the Depositary as agent of the Voting Trustees as aforesaid, trust certificates in substantially the form attached hereto as Annex I, to all the terms, conditions and provisions of which the SALE OR PURCHASE OF CAPITAL STOCK§4.204 4-299 Shareholder hereby assents. The Voting Trustees shall have full power to appoint and remove from time to time, agents to sign in their behalf and transfer agents and registrars to register the trust certificates. Such agents and registrars shall at all times be banks or trust companies. The trust certificates issued hereunder shall be transferable at the agency of the Voting Trustees, on surrender thereof, by the registered holder in person or by attorney duly authorized, in accordance with such rules as may be reasonably established for that purpose by the Voting Trustees. Until so transferred the Voting Trustees and the Depositary may treat the registered holders as owners thereof for all purposes whatsoever, but the Depositary shall not be required to deliver stock certificates hereunder without the surrender of trust certificates calling therefor. Every transferee of a certificate or certificates issued hereunder, shall, by the acceptance of such certificate or certificates, become a party hereto with like effect as though an original party hereto, and shall be embraced within the meaning of the term Shareholders whenever used herein. In connection with, and as a condition of, making or permitting any transfer or delivery of stock certificates or trust certificates under any provision of this agreement, the Voting Trustees may require the payment of a sum sufficient to pay or reimburse them, or the Depositary for any stamp tax or other governmental charge in connection therewith. The transfer books for trust certificates may be closed by the Voting Trustees, at any time prior to the payment or distribution of dividends, or for any other purpose. 3. The Voting Trustees hereby designate the Depositary their agent for the custody of the certificates of Common Stock now or hereafter delivered to them hereunder. The certificates of Common Stock delivered to the Depositary duly endorsed in blank or accompanied by proper instruments of assignment or transfer in blank as aforesaid shall be surrendered by the Depositary to the Company and cancelled, and certificates for an equal amount of said Common Stock shall be issued in the name of the Voting Trustees as trustees and delivered to the Depositary. Duplicates of this Agreement shall be filed in the office of the Company in the City of _____________ State of ________________, and in the office of the Depositary in the City of ___________, State of ________________. 4. Upon the termination of this Agreement as provided in Section 14 hereof, or whenever earlier the Voting Trustees shall decide to make such delivery, the Voting Trustees in exchange for, and upon surrender of, any trust certificate then outstanding, will, in accordance with the terms thereof and subject to Section 6 hereof, deliver, at the office or agency of the Depositary in the City of ________________, ________________, certificates of Common Stock in the amounts called for by the respective trust certificates, and may require the holders of the trust certificates to exchange them for certificates of such Common Stock. Whenever, pursuant to the foregoing provisions of Section 4, certificates for Common Stock shall become deliverable and the Voting Trustees shall file with the Depositary an order in writing directing the Depositary to make delivery thereof in exchange for trust certificates, the Depositary shall thereupon have authority as agent to endorse the names of the Voting Trustees upon such share certificates as may be necessary to effectuate such order of the Voting Trustees and to deliver the appropriate certificate or certificates to the holders of Trustees' certifica tes upon the surrender of such Trustees' certificates. When the Voting Trustees shall have filed their §4.204 PROXY STATEMENTS: STATEGY & FORMS 4-300© 1993 Jefren Publishing CompanyInc. written order with the Depositary directing the Depositary to make such delivery of share certificates in exchange for Trustees' certificates, all further obligation or duty of the Voting Trustees under this Agreement to the holders of trust certificates shall terminate. 5. Prior to the delivery, or the filing of an order with the Depositary for delivery, of certificates of Common Stock in exchange for trust certificates pursuant to Section 4 hereof, the holder of each trust certificate shall be entitled to receive from time to time payments equa l to the dividends, if any, collected by the Voting Trustees upon a like number of shares of Common Stock as is called for by such trust certificate; provided, however, that if any dividend on the Common Stock which may have been deposited hereunder shall be declared and paid or distributed in fully paid Common Stock, the respective holders of trust certificates hereunder shall be entitled to the delivery of trust certificates with respect to the amount of the Common Stock received by the Voting Trustees as such dividend upon the number of such shares of Common Stock called for by their respective trust certificates. The Voting Trustees, through the Depositary, shall, so far as practicable and in such manner and upon such terms, as they, in their discretion, deem reasonable and fair, accord to the holders of trust certificates, in proportion to the number of shares of Common Stock called for therein, the opportunity to exercise, or to dispose of, any rights of subscription to stock or other securities of the Company which at any time during the continuance of this Agreement may accrue in respect of the shares registered in the name of the Voting Trustees. 6. The term Company, for the purposes of this Agreement and for all rights hereunder, including the issue and delivery of stock, shall be taken to mean the above named ACCESS Corporation, or any corporation(s) successor to it. 7. Any Voting Trustee may at any time resign, by delivering to the other Voting Trustees or to the Depositary his resignation in writing, to take effect 30 days thereafter, unless sooner accepted by the remaining Voting Trustees. In every case of death, resignation or inability of any Voting Trustee to act, the vacancy so occurring shall be filled by the appointment of a successor(s), to be made by a majority of the other Voting Trustees by a written instrument, provided that the Voting Trustees may elect not to fill such a vacancy if there are at least three Voting Trustees serving. The term Voting Trustees as used herein, and in said trust certificates, shall apply to the parties of the second part and their successors hereunder. Notwithstanding any change in the Voting Trustees, the Voting Trustees for the time being may adopt and issue trust certificates in the names of the original Voting Trustees, the parties hereto of the second part. The Depositary may at any time resign its duties, trust and powers hereunder by giving 90 days' notice thereof to the Voting Trustees; and the Depositary may at any time be removed by a written instrument signed by all of the then Voting Trustees and delivered to the Depositary. In every case of the resignation, removal or inability of the Depositary to act, the majority of the Voting Trustees may by writing signed by them and delivered to a successor named therein, elect as successor to the Depositary some other bank or trust company having power to act, and having a capital and surplus of at least Fifty Million Dollars ($50,000,000), which successor shall thereupon be entitled to all the rights, authority and powers hereby conferred on the above- named Depositary. The Depositary so resigning or so removed shall thereupon transfer and deliver to such successor the stock certificates then held by it hereunder, together with all books, registers and other papers pertaining or relating to said stock certificates or to the trust SALE OR PURCHASE OF CAPITAL STOCK§4.204 4-301 certificates which may from time to time be issued hereunder. The term Depositary as used in this Agreement and in said trust certificates shall apply to the Depositary herein named and its successor(s) at any time hereunder. 8. The action of a majority of the Voting Trustees, expressed from time to time at a meeting or by writing without a meeting, shall, except as otherwise herein stated, constitute the action of the Voting Trustees and have the same effect as if assented to by all. Any Voting Trustee may vote or may act in person or by proxy. Any meeting of the Voting Trustees may be held by conference telephone. At any meeting of the Voting Trustees the presence of a majority of the Voting Trustees in person or by proxy shall constitute a quorum. The Voting Trustees may adopt their own rules of procedure. Any Voting Trustee may act as a director of the Company or of any controlled or subsidiary company; and he, or any firm of which he may be a member, or any corporation of which he may be a shareholder, director or officer, may, to the extent permitted by law, contract with the Company or with any controlled or subsidiary company, or be or become pecuniarily interested in any matter or transaction to which the Company or any controlled or subsidiary company may be a party, or in which the Company or any controlled or subsidiary company may in any way be concerned, as fully as though he were not a Voting Trustee. 9. Until delivery, or the filing of an order with the Depositary for delivery, of all stock certificates in accordance with Section 4 hereof, the Voting Trustees shall possess, in respect of any and all stock deposited hereunder, and shall be entitled, in their discretion, but subject to the provisions of this Agreement, to exercise, all the powers of absolute owners of said stock, and all rights of every name and nature in respect of such stock, including the right to vote and consent for every purpose. The Voting Trustees shall vote or consent or issue proxies to vote or consent, at shareholders' meetings with respect to matters relating to the election of directors of the Company, including setting the number of such directors, in their discretion, except that they shall vote for up to two nominees for director designated in its discretion by the Shareholder in writing (and shall take such action as may be feasible to effect the election of such nominees, including cumulating the votes of such shares). At or prior to each meeting of shareholders, the Voting Trustees shall deliver to the Shareholder or its designee a proxy entitling the Shareholder or such designee to vote all of the shares held by the Voting Trustees with respect to all other matters. The Voting Trustees shall in every such case, within 10 days after receipt of notice of any shareholders' meeting called to authorize or consider any such action, cause the Company to mail copies of the notice of such meeting received by them to the holders of the trust certificates hereunder, addressed to them at the address furnished by them to the Depositary. After delivery of all of the stock certificates to the Depositary, any proxy signed by the Depositary as agent of the Voting Trustees shall be sufficient for every purpose, but any proxy issued by the Depositary shall not be recognized if the Voting Trustee shall, either before or after the issuance of a proxy by the Depositary, issue their proxy for the same purpose. Except as set forth above, no voting or other right or power passes to holders of trust certificates or to others by or under the trust certificates, or by or under this Agreement, or by or under any agreement, whether by implication or otherwise. In voting or giving directions for voting the stock represented by the stock certificates deposited hereunder, the Voting Trustees, subject to the provisions of this Agreement, shall exercise their best judgment from time to time to select suitable directors, to the end that the affairs of the Company shall be properly managed, and, in voting or giving directions for voting and acting on other matters for shareholders' action, the Voting Trustees §4.204 PROXY STATEMENTS: STATEGY & FORMS 4-302© 1993 Jefren Publishing CompanyInc. shall exercise like judgment; but they assume no responsibility with respect to such management or with respect to any action taken by them or taken in pursuance of the issuance of a proxy by their agent, the Depositary, and no Voting Trustee incurs any responsibility as shareholder, trustee, or otherwise, by reason of any error of law or of any matter or thing done or omitted under this Agreement, except for his own individual malfeasance. The Voting Trustees and their successors, as Trustees' hereunder, shall receive to the maximum extent permitted by law from the Company indemnity for and against any and all claims and expenses and liabilities by them incurred in connection with, or growing out of, this Agreement, or the bona fide discharge of their duties hereunder. 10. All notices to be given to the holders of trust certificates shall be given by mail addressed to the registered holders of such trust certificates at the addresses furnished by such holders to the Voting Trustees or to the Depositary. Any call or notice whatsoever, when mailed by the Voting Trustees as herein provided, shall be taken and considered as though personally served on all parties hereto, including the holders of said trust certificates, and upon all parties becoming bound hereby, and such mailing shall be the only notice required to be given under any provision of this Agreement. 11. The Depositary assumes no responsibility for the acts of the Voting Trustees or of the directors elected in the exercise of the voting power of said stock. The Depositary. shall not be required to defend any suit, take any action, incur any expenses or liability hereunder, unless requested in writing by the holders of a majority in interest of the trust certificates or a majority of the Voting Trustees, and indemnified to its satisfaction. The Depositary shall be fully protected and relieved in all cases in acting upon the written directions or with the written approval of a majority of the Voting Trustees; and the Depositary shall in no case be liable by or for any act or omission except only for its own willful default. 12. No agent or registrar appointed by the Voting Trustees shall be liable or responsible for any action taken or suffered by it in good faith or for anything other than its own individual willful default, and no such agent or registrar shall incur any liability by reason of anything done or permitted to be done at the request or by the permission of the Voting Trustees, and any such agent or registrar shall be fully protected and relieved in all cases in acting upon the written directions or with the written approval of a majority of the Voting Trustees. Any agent or registrar appointed by the Voting Trustees may resign upon 90 days' written notice to the Voting Trustees or on such shorter notice as the Voting Trustees may accept as sufficient. 13. This Agreement may be executed in several counterparts, each of which, so executed, shall be deemed to be an original; and such counterparts shall together constitute but one and the same instrument. 14. Subject to the provisions set forth below, this Agreement shall be irrevocable for a period of 10 years from its effective date. This Agreement shall be renewable for additional periods of not more than 10 years each on the affirmative vote of the holders of a majority in amount of the trust certificates, by written ballots after notice given pursuant to Section 10 hereof, under rules adopted by the Voting Trustees. This Agreement shall automatically SALE OR PURCHASE OF CAPITAL STOCK§4.204 4-303 terminate upon: (a) with respect to any shares of Common Stock subject hereto, the sale (which is not in breach of any agreement between the Shareholder and the Company) of any of such shares of Common Stock by the Shareholder to an unrelated party, provided that only the shares of Common Stock sold to such unrelated party shall be released from the provisions hereof; (b) the closing of any underwritten public offering of Common Stock as a result of which not less than $10,000,000 in aggregate sales price to the public of Common Stock shall have been sold in such offering plus any previous underwritten public offering by the Company; or (c) the acquisition by any person and its affiliates of beneficial ownership of as many or more shares of Common Stock as are beneficially owned by the Shareholder and its affiliates. For purposes of this paragraph, "person" and "affiliate" shall have the respective meanings ascribed thereto in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and beneficial ownership shall be determined as provided in Rule 13d-3 under such Act. The Agreement may be terminated by the Shareholder by notice given to the Voting Trustees and the Depositary at any time after _________, 20___. If such notice is given, this Agreement shall terminate upon completion of the tender offer required by Section 8.9 of the Note Purchase Agreement (or the 60th day following the end of the fiscal year in which the first anniversary of such notice occurs if the Shareholder is not obligated to make such tender offer). Voting Trustees ____________________________________ Depositary. ________________________ By: ________________________________ ________________________ Vice-President ________________________ ________________________ __________________________________ ________________________ ________________________ By: ________________________________ _________________________ ___________________________________ _________________________ By: ________________________________