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
