VOTING TRUST AGREEMENT
THIS AGREEMENT, dated as of May 1, 1996 by and between PMF, Inc., a
shareholder (the "Shareholder") of Superior Supplements, Inc., a Delaware
corporation (the "Corporation"), and Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxx, and
Xxxxxx Xxxxxxxxx (collectively, hereinafter referred to as the "Voting
Trustees").
WHEREAS, the Shareholder is presently the owner of five million
(5,000,000) shares of the issued and outstanding Series A Preferred Stock of the
Corporation, par value $.0001 per share, (the "Shares"); and
WHEREAS, it is deemed in the best interest of the Corporation and the
Shareholder that the voting power of the Shares held by the Shareholder be
vested in the Voting Trustees, to the extent and upon the terms and conditions
stated herein;
NOW, THEREFORE, the parties hereto agree as follows: 1. Simultaneously
with the execution of this Agreement, the Shareholder shall deliver to the
Voting Trustees, undated proxies representing the Shares owned by the
Shareholder, duly
executed by the Shareholder on its behalf, in blank (collectively, the
"Proxies").
2. The Voting Trustees shall vote the Shares represented by the Proxies
under the terms and conditions set forth herein.
3. Shareholder shall be entitled to all cash dividends and other
distributions, if any, with respect to the Shares, including for splits or
dividends.
4. As long as this Agreement is in effect, the Voting Trustees, in their
unrestricted discretion, shall have and are empowered and authorized to have,
the power and right to represent the holder of the Shares, and to vote said
Shares by exercising the Proxies, as in the sole judgement of the Voting
Trustees may be in the best interest of the Corporation, at all meetings of the
shareholders of the Corporation, in the election of directors and upon any and
all matters and questions which may be brought before such meetings, as fully as
the Shareholder might do if personally present. In the event of a disagreement
among the Voting Trustees pertaining to how the Shares should be voted, a
majority of the Voting Trustees shall determine the vote.
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5. The Voting Trustees shall serve without compensation as Trustees and
shall not be required to give bond or security for the discharge of their duties
under this Agreement. They will exercise the powers and perform the duties of a
voting trustee hereunder according to their best judgment in the interest of the
Corporation.
6. The Voting Trustees may employ counsel and such agents as they may deem
desirable, may remove them with or without cause, and may fix the powers, duties
and compensation of such attorneys and agents.
7. The Voting Trustees shall have the right to cause the Corporation, to
the extent the Corporation is legally able to do so, to indemnify and hold
harmless the Voting Trustees, against any and all losses, claims, damages or
liabilities, to which the Voting Trustees may become subjected, by reason of any
action taken by each as Voting Trustee under this Agreement. The Voting Trustees
shall not incur any responsibility as shareholder, trustee or otherwise for any
mistake, act or omission of any attorney, agent or by reason of any kind taken
or omitted by them except for their own individual gross negligence.
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8. In the event that a Voting Trustee shall die, resign, become
incapacitated or unable to serve as a Voting Trustee, then his successor as a
director of the Corporation (and any subsequent successors) shall automatically
be deemed to replace him with the same power and authority as said Voting
Trustee.
9. The Voting Trust hereby created shall continue for five (5) years from
the date hereof and shall then terminate; provided, however, that this Voting
Trust shall automatically terminate with respect to any Shares that are sold by
the Shareholder immediately upon the sale of said Shares.
10. A duplicate copy of this Voting Trust Agreement shall be filed in the
principal office of the Corporation in the State of New York.
11. Any and all notices required or permitted to be given under any of the
provisions of this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or mailed by certified or registered
mail, or by private overnight mail service (e.g. Federal Express) addressed to
the addresses set forth below, or at such other address as any
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party entitled to receive notice may specify by notice to all other parties
given as aforesaid:
If to Shareholder: PMF, Inc.
c/o Superior Supplements, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
If to Corporation: Superior Supplements, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
If to Voting Trustees: c/o Superior Supplements, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Copy to: Xxxxxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
12. The validity of this Agreement, or any part hereof, and the Voting
Trust Certificate, and the interpretation of all the provisions herein, shall be
governed by the laws of the State of New York and each of the parties hereto
consents to the jurisdictions of the federal and state courts located in the
State of New York.
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13. The invalidity of any term or provision of this Agreement shall not
affect the validity of the remainder of this Agreement.
14. This Agreement shall bind and benefit the parties hereto, their heirs,
administrators, executors, successors, and assigns.
15. This Agreement may be executed simultaneously in one or more original
or facsimile counterparts, each of which shall be deemed an original, all of
which together shall constitute one and the same instrument. This Agreement may
only be modified by a writing signed by all of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
in duplicate on the date first above written.
PMF, Inc., as Shareholder of
Superior Supplements, Inc.
____________________________________
By: Xxxxx Xxxxxxx, President
____________________________________
Xxxxxxxx Xxxxxxxx, as Voting Trustee
____________________________________
Xxxxxxxx Xxxxx, as Voting Trustee
____________________________________
Xxxxxx Xxxxxxxxx, as Voting Trustee
SUPERIOR SUPPLEMENTS, INC.
____________________________________
By: Xxxxxxxx Xxxxx, President
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