SUPREME VACUUM SERVICES, INC. VOTING TRUST AGREEMENT
Exhibit 9.2
SUPREME VACUUM SERVICES, INC.
VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is entered into as of December 30, 2008, between the undersigned
trustee (hereinafter, the “Trustee”) and Xxxx Xxxxxx (hereinafter, the “Stockholder”).
WITNESSETH:
WHEREAS, the Stockholder is the record owner of 75 shares of Common Stock, no par value, of
Supreme Vacuum Services, Inc., a Texas corporation (hereinafter, the “Company”), representing
approximately 2.5% of the issued and outstanding shares of Company Common Stock,
WHEREAS, Goldwell Investments, Inc., a Texas corporation (“Goldwell”), is a stockholder of the
Company and is the Trustee hereunder,
WHEREAS, the Stockholder and Trustee deem it to be in their best interests and in the best
interests of the Company that the Trustee have the power to vote 51% of the issued and outstanding
shares of Company Common Stock until such time as certain contingencies are met as set forth below,
WHEREAS, it is therefore necessary that the Trustee have the right to vote 75 of the shares of
Company Common Stock (hereinafter, the “Shares”) held of record by Stockholder,
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is
agreed as follows:
1. The Stockholder hereby assigns, transfers and delivers to the Trustee the Shares to be held
by the Trustee under and pursuant to the terms and conditions of this Agreement.
2. The Trustee hereby issues to the Stockholder in exchange for the Shares transferred to him
hereunder, a voting trust certificate executed by the Trustee, substantially in the form attached
hereto, representing the beneficial interest in the Shares.
3. The right, title and interest in and to the voting trust certificate issued hereunder may
be transferred on the records of the Trustee, upon surrender of such certificate properly assigned
by the registered holder thereof. Until and unless the voting trust certificate is transferred on
the books of the Trustee, the Trustee will not be obligated to recognize nor will he be liable for
not recognizing any person as the owner of the certificate issued hereunder other than the person
in whose name the certificate is registered on his books.
4. The Trustee shall cause the Shares deposited with him hereunder to be transferred on the
books of the Company into his name as Trustee under this Agreement.
5. During the term of this Agreement the Trustee shall possess and be entitled to exercise all
of the voting rights in and to the Shares, including, without limiting the generality of the
foregoing, the right to vote on any amendment of the Articles of Incorporation, as amended, of the
Company. Notwithstanding the foregoing, the Trustee is not authorized nor shall he vote the Shares
in connection with any merger or consolidation of the Company or any sale of all or substantially
all of the assets of the Company unless he is directed to do so by the Stockholder in writing
specifying how the Shares shall be voted. The voting trust created hereby (the “Voting Trust”)
shall continue and be applicable with respect to any additional shares of Company Common Stock
which are received by the Trustee in substitution or exchange for, or as a distribution on, the
Shares.
6. It is agreed that all cash or property dividends or distributions on or relating to Shares
deposited hereunder shall be the property of the holder of the voting trust certificate. The
Trustee covenants and agrees that he will promptly pay or cause to be paid to such holder any such
cash or property dividends or distributions collected by the Trustee with regard to the Shares as
soon as practicable after receipt. Notwithstanding the foregoing, certificates representing shares
of Company Common Stock which are distributed on the Shares, whether pursuant to stock split, stock
dividend or otherwise, shall be retained by and dealt with by the Trustee as if they had been
deposited herein by the Stockholder on the date hereof. In the event the Trustee receives
certificates representing shares of Company Common Stock which are so distributed on the Shares,
the Trustee shall hold such certificates subject to the terms hereof and shall issue voting trust
certificates representing such shares to the then holder of the voting trust certificate
representing the Shares herein deposited. Notwithstanding anything contained in this paragraph 6 or
this Agreement, no cash or property dividends or distributions on or relating to Shares deposited
hereunder shall be made except as provided in the Revenue Distribution Agreement, dated as of the
date hereof.
7. The Trustee shall serve without compensation as Trustee. The Trustee shall have the right
to incur and pay reasonable expenses and charges, and to employ and pay such agents and attorneys
as the Trustee may deem necessary and proper in the performance of his duties under this Agreement,
including, without limitation, the employment of attorneys in connection with any question, or
legal proceedings arising out of this Agreement. The Trustee shall be reimbursed by the Stockholder
for any such expenses or charges.
8. In voting the Shares, the Trustee shall use his best judgment to the end that the affairs
of the Company shall be properly managed and the interests of the holder of voting trust
certificates safeguarded and Stockholder shall have no recourse against Trustee should Trustee fail
in any way in the exercise of its best judgment.
9. This Agreement shall continue in full force until the date on which the Trustee’s personal
guarantees and those of Xxxxxx Xxxx, Xxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, on the existing
Company liabilities in favor of Broadway National Bank and GE Credit Corporation have been
extinguished. On such date this Agreement shall terminate in its entirety and the Trustee or his
executors, personal representatives, or
assigns in exchange for and upon surrender of the voting trust certificates then outstanding
and issued hereunder, shall deliver or cause to be delivered to the registered holders of such
voting trust certificates, or if any such holders are natural persons, to their heirs,
representatives, successors or assigns, certificates representing shares of Company Common Stock of
the kind and in the amount represented by their respective
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voting trust certificates, and all cash
and property which have not theretofore been distributed.
10. No transfer of a voting trust certificate shall effect a termination of the Voting Trust.
All shares of Company Common Stock represented by voting trust certificates remain subject to the
terms of this Agreement, regardless of any change in ownership of the beneficial interest in the
Company through transfer, assignment, or sale of the voting trust certificates, until termination
of this Agreement as set forth in paragraph 9.
11. Any notice required of the Trustee hereunder shall be sufficient if mailed to the
Stockholder or any subsequent holder of voting trust certificates at their respective addresses as
they appear on the books of the Trustee.
12. An original of this Agreement shall be kept on file with the Trustee and a duplicate
hereof shall be deposited with the Company at its registered office in the State of Texas.
13. The death or incapacity of a holder of a voting trust certificate who is a natural person
shall not effect a termination of the Voting Trust and on such death or incapacity this Agreement
shall be binding upon and inure to the benefit of his heirs, representatives, successors or
assigns.
14. At such time as all guaranties of Goldwell and Xxxxxx X. Xxxx, Xxx Xxxxxxxxxxx and Xxxxxx
Xxxxxxxxxxx for liabilities relating to the Company have been paid or released this Agreement and
the Voting Trust created hereby shall in accordance with paragraph 9 terminate. Upon such
termination a certificate representing the Shares covered by this Agreement shall be reissued in
the name of the holder of the Voting Trust Certificate.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| Goldwell Investments, Inc. | ||||||||
| By: |
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SUPREME VACUUM SERVICES. INC.
Voting Trust Certificate
| No. 2 | 75 Shares |
THIS IS TO CERTIFY,
that Xxxx Xxxxxx (“Stockholder’), has deposited with the undersigned
Trustee 75 shares of Common Stock of Supreme Vacuum Services, Inc., a Texas corporation, pursuant
to a Voting Trust Agreement dated as of December 30, 2008, between the Stockholder the undersigned
Trustee (the “Agreement”) creating the voting trust (the “Voting Trust”) in which the holder hereof
owns a beneficial interest. The above-named holder accepts this certificate subject to all the
terms and conditions of the Agreement, and by such acceptance becomes a party to the same and shall
be entitled to all the rights, privileges and interests of and shall be subject to all the duties
and obligations specified in the Agreement, the terms of which are hereby incorporated by reference
and made a part of this certificate.
Upon the termination of the Voting Trust with respect to the shares of Common Stock
represented by this certificate in accordance with the Agreement, the above-named holder or his
assigns shall be entitled to receive a certificate for all shares of Common Stock deposited hereby
(as well as certificates for any other shares of Common Stock received by the Trustee under the
Agreement) upon the surrender of this certificate properly endorsed.
This certificate and the beneficial interest in the shares of Common Stock represented hereby
is transferable only on the records of the Trustee by the registered holder hereof, in person or by
duly authorized attorney, subject to the terms of this trust.
IN WITNESS WHEREOF, the undersigned Trustee has executed this voting trust certificate as of
December 30, 2008.
| Goldwell Investments, Inc. | ||||
By:
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FOR VALUE RECEIVED, the holder of this Certificate does hereby transfer and assign the interest
represented by this Certificate to
| Registered Holder | ||||
SIGNATURE GUARANTEE:
