--------------------------------------------------------------------------------
Exhibit 5
Voting Trust Agreement
--------------------------------------------------------------------------------
VOTING TRUST AGREEMENT
----------------------
Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, and Xxxxxx
Xxxxx (individually "Shareholder" and collectively, "Shareholders"), and Xxxxxx
X. Xxxxxxx ("Voting Trustee") agree:
1. Recitals. Each Shareholder owns stock in Hydro- Air
Technologies, Inc., a New Mexico corporation ("Corporation"). Corporation is
issuing shares of Corporation to Voting Trustee ("Shares") so that the Shares
may be issued to the Shareholders or others as provided in Founders Agreement
dated the same date as this Voting Trust Agreement among the Shareholders and
the Corporation ("Founders Agreement") and to maintain the availability of the
Shares in the event the Corporation is acquired as set out in the Founders
Agreement. The Shareholders execute this Voting Trust Agreement ("Agreement") to
implement the Founders Agreement.
2. Book Entry. Upon receipt by Voting Trustee of the Shares, the
Voting Trustee will establish and maintain book entry records of the beneficial
ownership of the Shares in the Voting Trust established by this Agreement
("Voting Trust").
3. Removal of Shares From Voting Trust. Shares may be removed
from this Voting Trust when they are to be issued as Founder Shares or
Discretionary Shares pursuant to the Founders Agreement ("New Shares").
4. Exchange of Shares. In the event of the acquisition of the
Company by The Acquisition Company, the Voting Trustee will exchange the Shares
of the Corporation which are subject to this Voting Trust to The Acquisition
Company in exchange for equivalent Shares in The Acquisition Company Shares. The
Acquisition Company Shares will then be "Shares" subject to this Voting Trust
and the Founders Agreement.
5. Voting. At all meetings of shareholders of Corporation, and in
all proceedings affecting Corporation, the Voting Trustee will vote the Shares
registered in the Voting Trust name in such manner as the Shareholders direct.
The Voting Trustee will not be liable for the consequence of any vote cast or
action taken in good faith.
6. Dividends. Shareholders will be entitled to receive from the
Voting Trustee payments equal to any cash dividends received by the Voting
Trustee on the Shares. If any dividends are declared in additional shares of the
Corporation, the Voting Trustee will retain such additional shares, which will
be deemed to have been deposited under the terms of this Agreement.
7. Termination. This Agreement will terminate upon the date all
of the Shares have been issued as Founder Shares or Discretionary Shares under
the Founders Agreement or may be terminated in writing prior to that date by the
Trustee. Upon termination, the Voting Trustee will deliver any Shares which were
not issued as Founder Shares or Discretionary Shares to the Shareholders as
provided in the Founders Agreement.
8. Transfer of Stock to Successor Voting Trustee. Los Alamos
National Bank is designated as successor Voting Trustee. If the Voting Trustee
becomes incapacitated or dies, the conservator or personal representative of the
Voting Trustee will take all necessary action to deliver all Shares owned by the
Voting Trust to the successor Voting Trustee to be held by the successor as if
the successor was the original Voting Trustee subject to the terms of this
Agreement.
9. Binding Effect. This Agreement will inure to the benefit of,
and be binding upon: (i) every person or entity who is the record, legal or
beneficial owner of Shares, whether by issue or transfer, including without
limitation any spouse, representative, transferee, owner, nominee, grantee,
successor and assign of the Shareholders, and (ii) the Voting Trustee, any
successor Voting Trustee and their successors, personal representatives, and
transferees, is governed by and construed in accordance with the laws of New
Mexico, is specifically enforceable and may be modified only in writing.
DATED: ______, 19__.
SHAREHOLDERS: ______________________________
XXXXX X. XXXXX
______________________________
XXXXXX X. XXXXXXX
______________________________
XXXXXXX XXXXXXX
______________________________
XXXXXX XXXXX
VOTING TRUSTEE: ______________________________
XXXXXX X. XXXXXXX
