North America Tariff

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VOTING TRUST AGREEMENT
.
This agreement, made in the city of New York this fifteenth day of May, one thousand nine hundred and three, by and between William A. Read, Frederic P. Olcott, George F. Crane, Colgate Hoyt and F. S. Smithers (hereinafter called the “committee”), a committee under a certain plan and agreement for
the reorganization of The American Bicycle Company, dated December 15, 1995, parties of the first part, and George F. Crane, F. S. Smithers and Albert A. Pope (hereinafter called the “voting trustees”), parties of the second part, witnesseth:

Whereas, the committee has adopted a plan and agreement for the reorganization of The American Bicycle Company dated December 15, 1995; and Whereas, pursuant to such plan and agreement the Pope Manufacturing Company has been duly organized under the laws of the state of New Jersey with an authorized capital stock of two hundred and twenty-five thousand (225,000) shares of the par value of one hundred dollars ($100 ) each, of which twenty-five thousand (25,000) shares are six (6) per cent. cumulative first preferred stock, one hundred thousand (100,000) shares are five (5) per cent. second
preferred stock, cumulative after February 1, 1995, and one hundred thousand (100,000) shares are common stock, and has acquired all the property formerly belonging to said The American Bicycle Company, or a large portion thereof; and

Whereas, in pursuance of said plan and agreement of reorganization, said Pope Manufacturing Company has authorized the issue of all of its first preferred stock, second preferred stock and common stock; and

Whereas, in further pursuance of said plan and agreement the Pope Manufacturing Company, at the request of the committee, has issued to the voting trustees certificates for full paid shares of one hundred dollars ($100) each of the capital stock of said Pope Manufacturing Company, as follows: 25,000 shares of first preferred stock,100,000 shares of second preferred stock and 99,970 shares of common stock, and said certificates, together with such other similar certificates as hereafter from time to time may be delivered hereunder, are to be held and disposed of by the voting trustees under and pursuant to the terms and conditions hereof; Now, therefore, it is agreed as follows:

First. Certificates for all the said 25,000 shares of first preferred stock, 100,000 shares of second preferred stock, and 99,970 shares of the common stock of the Pope Manufacturing Company (hereinafter called the “manufacturing company”) issued to and in the names of the voting trustees shall be deposited with the Central Trust Company of New York, endorsed in blank by the voting trustees.

The voting trustees agree with the committee and with each and every holder of trust certificates issued as hereafter provided that from time to time, upon request, they will cause to be issued to the committee or upon its order in respect of all fully paid stock of said manufacturing company received from it, certificates of said Central Trust Company in substantially the following form:

POPE MANUFACTURING COMPANY.
No.
… Shares.
Six Per Cent. Cumulative First Preferred Stock Trust Certificate.
The Central Trust Company of New York having received upon deposit and in trust from George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, certificates representing twenty-five thousand (25,000) shares of the first preferred stock of the Pope Manufacturing Company of the par value of one hundred dollars ($ 100) each, and under the provisions of the agreement dated the fifteenth day of May, 1997, between William A. Read, Frederic P. Olcott, George F. Crane, Colgate Hoyt and F. S. Smithers, a committee, and George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, to which agreement the holder hereof assents by accepting this certificate, hereby certifies that is entitled to an undivided equitable interest in shares of said first preferred stock said deposited shares equivalent to of thee

Pope Manufacturing Company, without, however, the right to vote upon any of said shares, which right, as well as all other rights appertaining to said shares, except such as in and by said agreement expressly provided, are vested exclusively in and are to be exercised by the voting trustees named in said
agreement and their successors.

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The owner of this certificate will be entitled to receive payments equal to the dividends, if any, collected by the voting trustees upon the like number of shares and paid over to this company. The powers of the voting trustees with respect to the shares of stock of the Pope Manufacturing Company held in trust, as aforesaid, will continue for the period of five (5) years from the first day of February, 1997, unless sooner terminated by them as provided in the said agreement.

The voting trustees: shall not consent that any mortgage be put upon the property of the;

Pope Manufacturing Company or any part thereof, or that the amount of the first preferred or second preferred stock be increased except with the consent of the holders of three -fourths in amount of first preferred stock trust certificates, or that the amount of second preferred stock be increased except with the consent of the holders of two-thirds in amount of the second preferred stock trust certificates and two-thirds in amount of the common stock trust certificates, to be given in the manner prescribed in and by said agreement.

Upon the termination of the trust upon which the said shares of stock are deposited, the holder hereof will be entitled to receive from this company upon surrender of this certificate shares of the first preferred capital stock of said Pope Manufacturing Company.

The interest in said shares of stock represented by this certificate is assignable only by transfer upon the books kept by this company for that purpose by the holder hereof in person or by proxy upon the surrender of this certificate properly assigned.

This certificate is issued pursuant to and is subject to the terms and conditions of said agreement of May 15, 1996, by and between the said committee and the said voting trustees. This certificate is not valid unless duly signed by an officer of this company and also registered by registrar.

Central Trust Company of New York,
Vice- President.

Dated
New York, date
By…..
Secretary.
Registered
this day of . No.

POPE MANUFACTURING COMPANY.
Registrar.
Shares. Five Per Cent. Second Preferred Stock (Cumulative after February 1 , 1999) Trust Certificate.

The Central Trust Company of New York having received upon deposit and in trust from George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, certificates representing one hundred thousand (100,000) shares of the second preferred stock of the Pope Manufacturing Company of the par value of one hundred dollars ($ 100) each, and under the provisions of the agreement dated the fifteenth day of May, 1996, between William A. Read, Frederic P. Olcott, George F. Crane, Colgate Hoyt and F. S. Smithers, a committee, and George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, to which agreement the holder hereof assents by accepting this certificate, hereby certifies that is entitled to an undivided equitable interest in said deposited shares equivalent to shares of said second preferred stock of the Pope Manufacturing Company, without, however, the right to vote upon any of said shares, which right, as well as all other rights appertaining to said shares, except such as in and by said agreement expressly provided are vested exclusively in and are to be exercised by the voting trustees named in said agreement and their successors.

The owner of this certificate will be entitled to receive payments equal to the dividends, if any, collected by the voting trustees upon the like number of shares and paid over to this company.

The powers of the voting trustees with respect to the shares of stock of the Pope Manufacturing Company held in trust, as aforesaid, will continue for the period of five (5) years from the first day of February, 1996, unless sooner terminated by them as provided in the said agreement.

The voting trustees shall not consent that any mortgage be put upon the property of the Pope Manufacturing Company or any part thereof, or that the amount of the first preferred or second preferred stock be increased except with the consent of the holders of three-fourths in amount of first preferred stock trust certificates, or that the amount of second preferred stock be increased except with the consent of the holders of two-thirds in amount of the second preferred stock trust certificates and two-thirds in amount of the common stock trust certificates, to be given in the manner prescribed in and by said agreement.

Upon the termination of the trust upon which the said shares of stock are deposited, the holder hereof will be entitled to receive from this company upon surrender of this certificate shares of the second preferred capital stock of said Pope Manufacturing Company.

By Central Trust Company of New York,
Vice-President.
Secretary.
Registered this day of . . Registrar.

POPE MANUFACTURING COMPANY.
No. Shares.
Common Stock Trust Certificate.
The Central Trust Company of New York having received upon deposit and in trust from George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, certificates representing ninety-nine thousand nine hundred and seventy (99,970) shares of the common stock of the Pope Manufacturing Company of the par value of one hundred dollars ($100) each, and under the provisions of the agreement dated the fifteenth day of May, 1996, between William. A. Read, Frederic P. Olcott, George F. Crane, Colgate Hoyt and F. S. Smithers, a committee, and George F. Crane, F. S. Smithers and Albert A. Pope, voting trustees, to which agreement the holder hereof assents by accepting this certificate, hereby certifies that is entitled to an undivided equitable interest in said deposited shares equivalent to shares of said common stock of the Pope Manufacturing Company, without, however, the right to vote upon any of said shares, which right, as well as all other rights appertaining to said shares, except such as in and by said agreement expressly provided are vested exclusively in and are to be exercised by the voting trustees named in said agreement and their successors.

The owner of this certificate will be entitled to receive payments equal to the dividends, if any, collected by the voting trustees upon the like number of shares and paid over to this company. The powers of the voting trustees with respect to the shares of stock of the Pope Manufacturing Company held in trust, as aforesaid, will continue for the period of five (5) years from the first day of February, 1996, unless sooner terminated by them as provided in said agreement.

Central Trust Company of New York,
Vice -President.
Dated New York,
.By Secretary. .Registered. . This day of . Registrar

Second. On the first day of February, 2001, or whenever prior to that date the voting trustees shall decide to make delivery, the voting trustees in exchange for or upon surrender of any stock trust certificate then outstanding will, in accordance with the terms hereof, cause proper certificates of stock of said Pope Manufacturing Company to be delivered, and may require the holders of trust certificates to exchange them for certificates of capital stock.

Third. In the event during the continuation of this agreement, that the first preferred stock or the second preferred stock, or any part or portion of the first preferred stock or the second preferred stock, be retired, then and in that case the moneys received by the voting trustees on account of the preferred stock so retired shall be paid by them to the holders of the voting trust certificates representing the stock so retired pro rata, upon such requirements as the voting trustees may make in respect to the presentation stamping or surrender of the outstanding voting trust certificates representing the stock
so retired.

Fourth. The term “Pope Manufacturing Company. ” for the purposes of this agreement and for all rights thereunder, including the issue and delivery of stock, shall be taken to mean the said corporation organized under the laws of the state of New Jersey, or any successor corporation or corporation into
which the same may be consolidated.

Fifth. Any voting trustee may at any time resign by delivering to the other trustees in writing his resignation, to take effect ten days thereafter, and in case of the death or resignation or the inability of any voting trustee to act, the vacancy so occurring shall be filled by the appointment of a successor or
successors to be made by the remaining voting trustees or voting trustee by written instrument. The term “voting trustee” as used herein and in said certificates shall apply to the parties of the second part and their successors hereunder.

Sixth. The voting trustees may adopt their own rules of procedure. The action of a majority of the voting trustees expressed from time to time at a meeting or by writing with or without meeting, shall, except as otherwise herein stated, constitute the action of the voting trustees, and have the same effect as though assented to by all. The voting trustees, or any two of them, may vote the deposited stock in person or by proxy to any other voting trustee, or to any other person whomsoever, and any one or more of them may act as a director or as an officer of the Pope Manufacturing Company.

Seventh. In voting the stock held by them, the voting trustees will exercise their best judgment from time to time to secure suitable directors, to the end that the affairs of the Pope Manufacturing Company shall be properly managed, and in voting and in acting on other matters which shall come before them as stockholders or at stockholders’ meetings will likewise exercise their best judgment; but they assume no responsibility in respect of such management, or in respect of any action taken by them, or in pursuance of their consent thereto as such stockholders, or in pursuance of their votes so cast, and no voting trustee incurs any responsibility by reason of any error of law, or of any matter or thing done or suffered or omitted to be done under this agreement, except for his own individual wilful malfeasance.

Eighth. Any and all dividends which may at any time be declared upon the said deposited shares of stock shall be collected by the voting trustees and shall be by them paid over to the said Central Trust Company of New York for distribution pro rata among the holders of said trust certificates representing the stock in respect to which such dividend shall have been declared in accordance with their respective rights.

Ninth. The voting trustees possess and shall be entitled in their discretion to exercise until the actual delivery of stock certificates in exchange for stock trust certificates, all rights and powers as absolute owners of said stock, including the unrestricted right to vote for every purpose and to consent to any
corporate act of said Pope Manufacturing Company except as herein expressly restricted, it being expressly stipulated that no voting right passes by or under said stock trust certificates, or by or under this agreement, or any other agreement, expressed or implied. The voting trustees will not, however, during the pendency of this agreement, vote in respect of the shares of the capital stock of said Pope Manufacturing Company held by them to authorize any mortgage upon the property acquired under said plan and agreement of reorganization dated December 15, 1995, or any part thereof, nor to authorize any increase in the amount of first preferred stock or second preferred stock said Pope Manufacturing Company except with the consent of the holders of three-fourths in amount of the first preferred stock trust certificates, nor to authorize any increase in the amount of second preferred stock of said Pope Manufacturing Company except with the consent of the holders of two-thirds in amount of the second preferred stock trust certificates and two-thirds in amount of the common stock trust certificates of said Pope Manufacturing Company given at a meeting called by the voting trustees for that purpose, for which notice shall be given in accordance with the provisions of Article Tenth hereof, or by the assent or approval in writing of such holders of voting trust certificates filled with the Central Trust Company of New York. Any trust certificates then held by the Pope Manufacturing Company shall not for the purposes of this article be deemed outstanding.

Tenth. All notices to be given to the holders of trust certificates hereunder shall be inserted in two daily papers of general circulation, published in the city of New York, twice in each week for two successive weeks. Any call or notice whatsoever, when so published by the voting trustees, shall be taken and considered as though personally served upon all parties hereto, including the holders of said trust certificates, and upon all parties becoming bound hereby, as of the date of the first publication of said notices, and such publication shall be the only notice required to be given under any provision of this agreement.

Eleventh. Any holder of any stock of the manufacturing company, whether first preferred stock, second preferred stock or common stock, may at any time prior to the termination of this agreement, upon surrendering to the voting trustees his certificate of stock, properly transferred to the voting trustees, become entitled to all the benefits of this agreement and subject to all the terms and provisions hereof. The voting trustees shall, upon the surrender to them of any such shares of stock so endorsed during the continuance of this agreement, cause to be delivered to the said stockholder so transferring the same a certificate substantially similar in form to the form of certificates hereinbefore set forth, in respect to the stock so transferred to the voting trustees.

Twelfth. This agreement may be simultaneously 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. In Witness Whereof, the several parties have hereunto set their respective hands and seals in the city of New York the day and year first hereinabove mentioned.

WM. A. READ,
F. P. OLCOTT,
GEO. F. CRANE,
COLGATE HOYT,
F. S. SMITHERS,
GEO.
F. CRANE,
( L. S.)
(L. S. )
(L. S.)
( L. 8.)
(L. S. )
Committee. (L. S.)
F. S. SMITHERS , (L. S.)
ALBERT A. POPE, ( L. S.)
Voting Trustees.

WAIVER OF NOTICE OF MEETING OF STOCKHOLDERS OR DIRECTORS.

We, the undersigned (stockholders or directors), of corporation of the state of, do hereby severally waive notice of the time, place and purpose of (a special or the annual) meeting of (the stockholders or directors) of said company, and consent that the same be held at the principal office of the company on the DATE . at day . of m., . and we do further consent to the transaction of any and all business that may come before the meeting, including (if a special meeting, state briefly the business to be transacted).

Dated.

III. Charter Clauses.

SPECIAL OBJECT AND PURPOSE CLAUSES.
Defining Matters of Business to Be Conducted.

ADVERTISING.
To carry on a general advertising, bookselling and publishing business in all its branches, both as principals and agents; to carry on the business of

and all fancy articles, | publications of all kinds, |
and dealers in any other articles or things of a character similar or analogous to the foregoing, or any of them, or connected therewith; and, infact, to undertake and transact all kinds of agency business which an individual may lawfully undertake.
To buy, sell, and deal in tickets for theaters and all other places of amusement or entertainment.

AGENCY.
To act as agent or representative of corporations, firms and individuals, and as such to develop and extend the business interests of firms, corporations and individuals.

AGRICULTURAL IMPLEMENTS.
To manufacture, sell and deal in machines, tools and implements of all kinds, including harvesters, binders, reapers, mowers, rakes, headers and shredders; agricultural machinery, tools and implements of all kinds; binder twine, and all repair parts and other devices, material.