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Exhibit
10.32
FIRST AMENDMENT TO
VOTING TRUST
AGREEMENT
THIS FIRST AMENDMENT (this
“Amendment”) dated as of
,
To the voting trust agreement dated as of
, (the “Original Agreement”), between
, as trustee (the “Trustee”), and the undersigned
beneficiary (the “Beneficiary”).
Background
The Trustee and the
Beneficiary entered into the Original Agreement pursuant to which
the Beneficiary transferred to the Trustee legal ownership of
certain shares of stock (the “Shares”) in ctrials.com,
Inc., a. Delaware corporation formerly known as
“Pharmacentric Technologies, Inc.” (the
“Company”) and granted to the Trustee the right to
exercise all voting and consent rights with respect to the Shares.
The transfer of record ownership of the Shares to the Trustee
caused the Trustee to be substituted as a party to the investor
rights agreement dated as of January 5, 2000, as amended (the
“Investor Rights Agreement”), among the Company and
certain of its shareholders.
Pursuant to the
Trustee’s authority under Section 6 of the Original
Agreement, the Trustee approved an amendment to the Investor Rights
Agreement (i) to permit the Trustee to transfer record
ownership of the Shares to the Beneficiary without subjecting them
to a right of first refusal, (ii) to restrict the
applicability of preemptive rights only to those shareholders
holding more than 10% of the fully diluted common equity of the
Company, and (iii) to permit the Trustee to assign certain
rights under the Investor Rights Agreement to the
Beneficiary.
The Trustee and the
Beneficiary desire to amend the Original Agreement to assign to the
Beneficiary certain rights under the Investor Rights
Agreement.
Agreement
In consideration of the
premises and for other good and valuable consideration, and
intending to be legally bound, the Trustee and the Beneficiary
agree to amend the Original Agreement as follows:
1. Definitions. Except as defined
in this Amendment, the capitalized terms used in this Amendment
will have the meanings ascribed thereto in the Original Agreement.
From and after the effective date of this Amendment under
Section 3, the term “Agreement” means the Original
Agreement, as amended by this Amendment.
2. Amendment.
(a) Section 4 of the Original Agreement is hereby amended
and restated in its entirety to read as follows:
4. Transfer of Voting
Trust Certificates . The Shareholder may not transfer
his/her Voting Trust Certificates, their interest in the voting
trust hereby created or the Shares without the prior written
consent of the Trustee. It is understood that a transfer of the
Shareholder’s interest in his/her Voting Trust Certificates
or in any interest under this Agreement is subject to the
restrictions on transfer under applicable Federal and state
se
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