January 15, 1997
Xx. Xxxxx X. Xxxxxx
0000 Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
This letter is to confirm the agreement between the undersigned, Xxxxxx
X. Xxxxxxx and Xxxxxx X. Xxxxxx, as trustees under that certain Amended and
Restated Voting Trust Agreement dated 9/15/92 (the "Trust"), which Trust is the
record holder of 1,950,000 shares of the common stock (the "Trust Shares") of
Top Air Manufacturing, Inc., an Iowa corporation ("Top Air"), and you
("Xxxxxx"), with respect to the right of either party to have up to his or its
"Proportionate Share" (as hereinafter defined) included in any sale of a
"Control Block" (as hereinafter defined) pursuant to a "Third Party Offer" (as
hereinafter defined) received by the other party hereto. Our agreement, as set
forth herein, is to induce the acquisition by Xxxxxx of 1,150,000 shares of the
common stock of Top Air (the "Xxxxxx Shares") and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
As used herein, the term "Control Block" means, at any given time, an
aggregate of not less than one million shares of the common stock of Top Air
held by the Trust or Xxxxxx, as the case may be, adjusted from time to time
hereafter as appropriate by reason of any changes in Top Air common stock
resulting from stock dividends, split-ups, reverse stock-splits,
recapitalizations or the like.
If the Trust or Xxxxxx shall at any time receive an offer from one or
more unaffiliated third parties ("Purchaser") to purchase or otherwise acquire a
Control Block at a specified purchase price and upon specified terms and
conditions (an "Outside Offer"), and the recipient of such Outside Offer (the
"Recipient") is prepared to accept the Outside Offer, then the Recipient will
not enter into an agreement with the Purchaser to sell the Control Block to the
Purchaser (the "Stock Purchase Agreement") unless such Stock Purchase Agreement
provides that the Purchaser will purchase in lieu of such portion of the Control
Block, and at the same per share purchase price and upon the same terms and
conditions applicable to the Control Block in the Outside Offer, all or that
portion of the Proportionate Share of the other party hereto (the
"Non-Recipient") as designated by Non-Recipient. If the Purchaser is unwilling
to include the Non-Recipient's Proportionate Share in the Stock Purchase
Agreement, the Recipient may, at his or its option, purchase from the
Non-Recipient, at the same per share purchase price and upon the same terms and
conditions applicable to the Control Block in the Outside Offer, all or that
portion of the Non-Recipient's Proportionate Share as designated by the Non-
Xx. Xxxxx X. Xxxxxx
January 15, 1997
Page 2
Recipient, and, thereafter, consummate the sale contemplated by the Outside
Offer. As used herein, the term "Proportionate Share" means that percentage of
the Control Block being sold to the Purchaser obtained by dividing the number of
shares of Top Air common stock then held by the Non-Recipient by an amount equal
to the sum of (i) such amount of Top Air common stock then held by the
Non-Recipient, and (ii) the total number of shares of the common stock of Top
Air then held by the Recipient.
Within five (5) business days following receipt by the Recipient of an
Outside Offer, the Recipient shall notify the Non- Recipient in writing of the
terms and conditions of the Outside Offer, and the Non-Recipient shall have a
period of ten (10) business days following receipt of such written notice to
elect, in writing delivered to the Recipient, whether to have all or any portion
of his or its Proportionate Share included in the sale of shares of the common
stock of Top Air to the Purchaser for the price and upon the other terms,
provisions and conditions contained in the Outside Offer. If the Non-Recipient
elects to have less than all of his or its Proportionate Share included in the
sale of shares of Top Air common stock to the Purchaser, then the Recipient may
elect to make up such difference by including additional shares of Top Air
common stock held by the Recipient, if any, in the Control Block being sold to
the Purchaser, but only up to the extent of such difference or, in the
alternative, to reduce the number of shares to be included in the Control Block
being sold to the Purchaser, up to the extent of such difference.
Very truly yours,
/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Trustee
CONSTITUTING ALL OF THE TRUSTEES
UNDER THE TRUST
AGREED, ACCEPTED AND ACKNOWLEDGED this 15th day of January, 1997:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
