Exhibit 10.31
VOTING TRUST
AGREEMENT
THIS VOTING TRUST
AGREEMENT (the
“Agreement”) is made and entered into as of the
day of
, 200 , between
(the “Shareholder”), etrials.com, Inc. (formerly
PharmaCentric Technologies, Inc.), a Delaware corporation (the
“Company”) and
(the “Trustee”). For all purposes of this Agreement,
any holder of the capital stock of the Company who at any time
executes a counterpart of this Agreement shall be deemed to be a
Shareholder hereunder beginning on and after the date such holder
executes this Agreement or a joinder agreement, in a form
satisfactory to the Company.
Background
Statement
The Shareholder is the owner and
holder of the number shares of the Company (the
“Shares”) set forth opposite his/her respective name
and signature below. The Company is entering, has entered, and/or
will enter into other Voting Trust Agreements with certain other
holders of its securities. The Company, the Shareholder and other
shareholders desire to provide for orderly government of the
Company.
Statement of
Agreement
1. NOW, THEREFORE, in consideration
of the foregoing recitals and the mutual covenants and agreements
herein contained and the transactions contemplated hereby and
thereby, the parties hereby covenant and agree as
follows:
2. Transfer . The Shareholder
hereby assigns to the Trustee the Shares, to be held by the Trustee
under the terms and conditions of this Agreement. The Shareholder
hereby authorizes and directs the Company to transfer the Shares to
the Trustee on the books of the Company. The Company will issue to
the Trustee, as trustee, a new certificate representing the Shares
and the parties hereby agree to execute and deliver such documents
as the Company may reasonably request to effectuate such
transaction. The parties hereto acknowledge that the voting trust
hereby created shall apply during its term to all securities of the
Company (or any successor company) received by Shareholder (or any
transferee of the Shares), whether by dividend, stock split,
merger, share exchange, liquidation or otherwise. The parties
further agree that any cash or other property (other than
securities of the Company or Successor Company) received in any
such exchange or otherwise for the Shares shall be distributed by
the Trustee to the Shareholder.
3. Voting Trust Certificates
. The Trustee will issue to Shareholder a Voting Trust Certificate
evidencing their beneficial ownership of the Shares held by the
Trustee.
1
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. Consent to transfer of Voting Trust Certificates shall not
be withheld if the transferee executes and delivers to the Trustee
agreements in form and substance reasonably acceptable to the
Trustee, whereby the transferee agrees to be bound by this
Agreement. To the extent permitted hereunder, any such transfer of
Voting Trust Certificates and any subsequent transfers shall be
made only on the books of the Trustee by the record holder thereof
or by
