QA. A shareholder in the person of Cynthia entered into a Voting Trust Agreement (VTA) with her boyfriend Johnny. Prompted with the VTA, Johnny communicated his intention to Cynthia and to the corporation a seat in the Board of Directors of GUMMY BEARS CORP. The father of Cynthia who also a stockholder, opposed and questioned the eligibility of Johnny to be a director. Is the objection of Cynthia's father reasonable? Why? (10 pts.)

QB. Warren, a stockholder mortgaged his shares of stocks to Vivian in 2018. The same were not recorded in the Stock and Transfer Books of the corporation. On January 1, 2021, Warren again mortgaged the same shares of stocks to Orlando. Upon knowledge of the second mortgage to Orlando, Vivian filed an action to recover the shares of stocks against Warren and Orlando. The two reasoned out, that previous mortgage to Vivian is not valid for it was not recorded in the stock and transfer book of the corporation. Was the contention of Warren and Orlando correct? Why? (10 pts.)