EXHIBIT 10.52
VOTING AGREEMENT
THIS AGREEMENT, dated as of September 3, 1996, by and among Interiors, Inc.
(the "Shareholder"), Xxx Xxxx ("Xxxx"), Xxxxxxx Xxxxxxxx ("Harriton"), Xxxxxxx
Xxxxxx ("Lulkin") and Decor Group, Inc. (the "Corporation").
WHEREAS, the Shareholder recently exercised an option and is presently the
owner of twenty million (20,000,000) shares of the Corporation's issued and
outstanding shares of Series B NonConvertible Preferred Stock of the
Corporation, par value $.0001 per share (collectively, 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 Board of Directors of the Corporation; and
WHEREAS, the Board of Directors is currently comprised of Xxxx, Harriton
and Lulkin (collectively, "Voting Trustees"); and
WHEREAS, the Shareholder wishes to vest the power to vote the Shares on all
matters presented to the shareholders of the
Corporation 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 his behalf, in
favor of the Voting Trustees (collectively, the "Proxies").
2. The Voting Trustee shall vote the Shares represented by the Proxies
under the terms and conditions set forth herein.
3. The Shareholder shall be entitled to all cash dividends and other
distributions, if any, with respect to the Shares, including stock splits and
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 (and by written
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consent in lieu thereof), 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; provided however, that the Voting
Trustees agree (i) not to vote in favor of any merger, consolidation, Dilutive
Transaction (as hereinafter defined),significant acquisition, recapitalization
or reorganization (collectively, a "Specified Transaction") without the
unanimous approval of each of the Voting Trustees, (ii) to vote in favor of the
election of the other Voting Trustees at any meeting called for the re-election
of directors and (iii) not to vote in favor of expanding the Board of Directors
to more than five (5) members without the unanimous approval of each of the
Voting Trustees. "Dilutive Transaction" means any issuance by the Corporation of
capital stock, or securities exercisable for or convertible into the
Corporation's capital stock which would result in Interiors ownership of less
than 51% of the outstanding voting stock of the Corporation so long as Interiors
does not sell or transfer the Shares. Except for the transactions contemplated
by (i) and (ii) above, any disputes among the Voting Trustees with respect to
the
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vote of the Shares shall be resolved by a majority of the Voting Trustees.
Further, the Voting Trustees agree not to approve, as directors of the
Corporation, any Specified Transaction or the expansion of the Board of
Directors to more than five (5) members, unless each of the Voting Trustees
votes in favor of such transaction.
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
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Voting Trustees may become subjected, by reason of any action taken by them as
Voting Trustees 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 gross negligence.
8. In the event that any of the Voting Trustees shall become unable to
serve as a Voting Trustee, then such Voting Trust shall select, in his sole
discretion, a replacement Trustee, or such Trustee may request that the
remaining Trustees select a replacement Trustee.
9. The Voting Trust hereby created shall commence on the date hereof and
continue until December 31, 1997 (the "Termination Date").
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
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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 party entitled to receive notice may specify by
notice to all other parties given as aforesaid:
If to Shareholder: Interiors, Inc.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxx Xxxx 00000
If to Corporation: Decor Group, Inc.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxx Xxxx 00000
If to the
Voting Trustees: To their respective addresses on
the books and records of the
Corporation
12. The validity of this Agreement, or any part hereof, and the
interpretation of all the provisions herein, shall be governed by the laws of
the State of Delaware and each of the parties hereto consents to the
jurisdictions of the federal and state courts located in the State of New York.
13. The invalidity of any term or provision of this Agreement shall not
affect the validity of the remainder of this Agreement.
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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.
INTERIORS, INC.
By:________________________________
Name: Xxx Xxxx
Title: President
By:________________________________ DECOR GROUP, INC.
Name: Xxx Xxxx, as trustee
By:________________________________
Name: Xxxxxx Xxxxxxx
By:________________________________ Title: President
Name: Xxxx Xxxxxxxx, as trustee
By:________________________________
Name: Xxxxxxx Xxxxxx, as trustee
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