October 31, 1996
The New World Power Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxxx 00000
Attention: Board of Directors
Re: STANDSTILL AGREEMENT
Gentlemen:
We are writing this letter to set forth our agreement regarding the
voting of shares of Common stock, $.01 par value per share (the "Common Stock"),
of The New World Power Corporation (the "Company") which may be acquired by us
pursuant to the Conversion Agreement of even date with this letter (the
"Conversion Agreement").
For a period of five years from the date of this letter agreement,
without the consent of the "Disinterested Directors" (as such term is defined in
the Conversion Agreement"), DB Power, Inc. and its affiliates ("Dominion
Bridge") shall not:
(i) Acquire, agree to acquire or make any offer or
proposal to acquire, directly or indirectly, by
purchase, tender or exchange offer or otherwise, any
securities of the Company (or direct or indirect rights
or options to acquire any securities of the Company),
except (i) that Dominion Bridge may acquire, pursuant to
the Conversion Agreement and securities issuable
thereunder, and in privately-negotiated transactions,
shares of Common Stock representing up to 60 percent of
the outstanding shares of Common Stock on a
fully-diluted basis and (ii) securities issued by the
Company by way of stock dividends or other distributions
made on a pro rata basis with respect to securities of
the Company;
(ii) Solicit proxies or consents or become a
"participant" in a "solicitation" (as such terms are
defined in Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of proxies
or consents with respect to securities of the Company
with regard to any matter;
(iii) Seek to control or influence the management, Board
of Directors or policies of the Company (except as
contemplated in the Conversion Agreement), or seek to
advise, encourage or influence any person with respect
to the voting of any
October 31, 1996
Page -2-
securities of Company, or induce, attempt to induce or
in any manner assist any other person in initiating any
stockholder proposal or a tender or exchange offer for
securities of or any change of control of the Company,
or for the purpose of convening a stockholders' meeting
of the Company;
(iv) Acquire or agree to acquire, by purchase or
otherwise, more than 1 percent of any class of equity
securities of any entity which, prior to the time such
party acquires more than 1 percent of such class, is
publicly disclosed (by filing with the Securities and
Exchange Commission or otherwise) or is otherwise known
to be the beneficial owner of more than 5 percent of the
outstanding common stock of the Company;
(v) Deposit any securities of the Company in a voting
trust or subject any securities of the Company to any
arrangement or agreement with respect to the voting of
its securities; or
(vi) Form, join or in any way participate in a
partnership, limited partnership, syndicate or other
"group" (within the meaning of Section 13(d)(3) of the
Exchange Act) or otherwise act in concert with any other
person for the purpose of acquiring, holding, voting or
disposing of the securities of the Company or taking any
other actions restricted or prohibited under clauses (i)
through (v) of this paragraph, or announce an intention
to do, or enter into any arrangement or understanding
with others to do, any of the actions restricted or
prohibited under clauses (i) through (v) of this
paragraph.
In the event that a contested proxy solicitation is made with
respect to any matter to be submitted to the stockholders of the Company at any
annual or special meeting of the stockholders, or any consent solicitation,
Dominion Bridge shall vote the shares of Common Stock owned by it in the same
proportion as all other shares of Common Stock are voted; provided that this
paragraph shall not limit Dominion Bridge's ability to vote in accordance with
its own interest where no third party is conducting a solicitation.
Dominion Bridge shall not purchase any shares of Common Stock in the
open market or from public stockholders generally unless (x) the purchase price
of such shares (proportionately adjusted to give effect to any stock splits or
stock dividends as provided in the Conversion Agreement) shall be at least $1.00
or (y) such purchases are pursuant to a tender offer made to all
October 31, 1996
Page -3-
stockholders or such purchases are determined reasonably by Dominion Bridge to
be necessary to support the price of the Common Stock on NASDAQ to ensure its
continued listing.
Very truly yours,
DB POWER, INC.
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Authorized Officer
Xxxxxx X. Xxxxxxxxx
President
Accepted and agreed as of the date first
written above.
THE NEW WORLD POWER COMPANY
By: /s/ XXXX X. XXXXX
-----------------------------------
Authorized Officer
Xxxx X. Xxxxx
Chairman
By: /s/ XXXXXX XXXXXX
-----------------------------------
Xxxxxx Xxxxxx
Interim CEO
