Voting Trust Agreement-murray & Gordon

VOTING TRUST AGREEMENT


VOTING TRUST AGREEMENT ("Agreement"), dated as of February 16, 1996, by and between JAMES MURRAY ("Murray") and MARK J. GORDON, as voting trustee and not as an individual (the "Voting Trustee").


Preliminary Statement


Reference is made to the Stock Purchase and Shareholder Agreement pursuant to which this Agreement is executed and delivered ("Purchase Agreement") between Murray and Voting Trustee. Capitalized terms used herein, which are not defined herein, shall have the respective meanings ascribed to them in the Purchase Agreement.


NOW, THEREFORE, in consideration of the covenants made in the Purchase Agreement, and in order to induce Voting Trustee to consummate the transactions contemplated by the Purchase Agreement, Murray hereby makes the following covenants and agreements to and with the Voting Trustee.


1. Creation of Voting Trust. Murray acknowledges that he has made subject to this Agreement, and Murray shall deposit and deliver, and hereby irrevocably assigns, to the Voting Trustee, all of the Purchased Stock owned by him. The Voting Trustee shall cause to be issued to and in the name of Murray a Voting Trust Certificate representing the Purchased Stock so received by the Voting Trustee. Murray shall execute and deliver to the Voting Trustee such instruments of transfer as the Voting Trustees may reasonably require in order to effectuate and confirm the assignment and deposit referred to above.


2. Powers of Voting Trustee. During the term of this Agreement and the continuance of the voting trust created under this Agreement, the Voting Trustee shall possess and be entitled to exercise in respect of the Purchased Stock from time to time subject hereto all rights of voting and abstaining from voting or otherwise to participate in stockholders actions in all matters relating to Precision Response Corporation, a Florida corporation (the "Company"), and shall, without any limitation whatever, be free to exercise his own discretion in so doing, including the election of the Voting Trustee or his nominees as directors or officers, or both, of the Company.


3. Voting Trust Certificates and Permitted Transfers.


(a) Each Voting Trust Certificate issued hereunder shall be substantially in the form of Schedule "I" hereto, or in such other form as may from time to time be adopted by the Voting


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Trustee, and shall be signed by the Voting Trustee. Subject to the terms hereof, a Voting Trust Certificate issued by the Voting Trustee and so signed shall entitle the registered holder thereof upon the termination of this Agreement (or upon the permitted sale of Purchased Stock from time to time as hereinafter provided in accordance with the terms of this Agreement), to receive in accordance with the provisions hereof a share certificate or certificates for the number of shares or Purchased Stock (or lower number, if requested pursuant to a permitted sale) represented thereby, and in the meantime to the rights in respect of such Purchased Stock provided in this Agreement.


(b) Subject to the terms of the Purchase Agreement, the Stock Pledge Agreement and all other agreements executed in connection therewith, Murray shall, provided that no default under the Purchase Agreement, the Stock Pledge Agreement or any other agreement executed in connection therewith has occurred and is continuing, be released from the trust created hereby in connection with any sale of such Purchased Stock by Murray in a sale transaction which is permitted by the Purchase Agreement, the Stock Pledge Agreement, any other agreements existing which restrict transferability of the Purchased Stock, and applicable law (a "Permitted Sale"). In order to effectuate a Permitted Sale, Murray shall give the Voting Trustee at least three (3) business days advance written notice of his desire to enter into a Permitted Sale, specifying the exact number of shares of Purchased Stock that shall be subject to the Permitted Sale. Upon the execution of the Permitted Sale, Murray shall deliver or cause the applicable broker to send to the Voting Trustee by facsimile transmission, personal delivery or commercial courier service, with confirmation by telephone, a written confirmation of execution of the Permitted Sale ("Permitted Sale Confirmation"). Upon receipt of the Permitted Sale Confirmation, the Voting Trustee shall as soon as is practicable, but not later than three (3) days thereafter, cause the appropriate stock certificate(s) and Voting Trust Certificate(s) to be issued, reissued and/or cancelled in whole or in part as necessary to deliver to Murray or the applicable broker a stock certificate (legended, if required in the Company's opinion) issued in the name of Murray or his permitted assignee for the number of shares of Purchased Stock specified in the Permitted Sale Confirmation, and, if necessary, a Voting Trust Certificate to replace the Voting Trust Certificate(s) cancelled in connection with the Permitted Sale covering the balance of any shares of Purchased Stock covered by the cancelled Voting Trust Certificate(s) which are not part of the Permitted Sale. Murray shall, together with the aforementioned three-day notice to the Voting Trustee, deliver to the Voting Trustee his Voting Trust Certificate(s) covering at least the number of shares of Purchased Stock sought to be transferred in the Permitted Sale, endorsed in such manner and/or accompanied by such other instruments of


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transfer as the Voting Trustee may reasonably require so that the Voting Trustee may undertake the procedures set forth in the preceding sentence. The Voting Trustee or the Company may require Murray to execute and deliver, in connection with any purported Permitted Sale, such affidavits and other assurances to the effect that what is proposed by Murray is in fact a Permitted Sale. In the event of transfers of the Purchased Stock for estate planning purposes or upon Murray's death permitted by the Purchase Agreement (a "Permitted Transfer"), such Purchased Stock shall remain subject to the voting trust created hereby and Murray's Voting Trust Certificate shall be transferable to the transferee as set forth in Section 5 below. Except as set forth in the preceding sentence, Voting Trust Certificates are not transferable in any circumstances.


4. Recapitalization. In the event of the subdivision, consolidation, change (by stock split or dividend or otherwise), classification or reclassification at any time of any shares of Purchased Stock at such time subject to the voting trust hereby created into a higher or lower number of shares of the Company or into a different class of shares of the Company, or in the event of the conversion of such shares upon the amalgamation of the Company with any other company or companies, the Voting Trust Certificate representing the same shall thereafter represent the numbers and classes of shares resulting from such subdivision, consolidation, change, classification, reclassification or conversion until such Voting Trust Certificate is exchanged for a new Voting Trust Certificate correctly describing the securities represented thereby.


5. Successors. To the extent that the beneficial ownership of shares of Purchased Stock subject hereto is transferred purs ...