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FORM OF VOTING AGREEMENT
VOTING AGREEMENT
March___,1999
Anchor Gaming
000 Xxxxx Xxxx, Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
Re: Agreement of Stockholders Concerning Transfer and Voting of Shares
of Powerhouse Technologies, Inc.
I understand that you and Powerhouse Technologies, Inc. (the "Company"), of
which the undersigned is a stockholder, are prepared to enter into an agreement
for the merger of a wholly-owned subsidiary of Parent ("Merger Sub") into the
Company (the "Merger"), but that you have conditioned your willingness to
proceed with such agreement (the "Agreement") upon your receipt from me of
assurances satisfactory to you of my support of and commitment to the Merger. I
am familiar with the Agreement and the terms and conditions of the Merger. Terms
used but not otherwise defined in this letter will have the same meanings as are
given them in the Agreement. In order to evidence such commitment and to induce
you to enter into the Agreement, I hereby represent and warrant to you and agree
with you as follows:
1. Voting. I will vote or cause to be voted all shares of capital stock
of the Company owned of record or beneficially owned or held in any capacity by
me or under my control, by proxy or otherwise (the "Shares"), in favor of the
Merger and other transactions provided for in or contemplated by the Agreement
and against any inconsistent proposals or transactions. I hereby revoke any
other proxy granted by me and irrevocably appoint you, during the term of this
letter agreement, as proxy for and on behalf of me to vote (including, without
limitation, the taking of action by written consent) such shares, for me and in
my name, place and xxxxx for the matters and in the manner contemplated by this
Section 1.
2. Restriction on Transfer. I will not sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein (including the
granting of a proxy to any person) or agree to sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein, unless, as a
condition to receipt of such Shares, the transferee agrees to be bound by the
terms of this letter.
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3. No Solicitation. From the date of this letter until the termination
of this letter, I will not, directly or indirectly, engage in any activity that
if attributed to the Company would be prohibited under Section 8.8 of the Merger
Agreement, or otherwise assist, facilitate of encourage, any person (other than
Parent and Merger Sub) that may be considering making, or has made, an
Acquisition Proposal. I will promptly notify Merger Sub after receipt of any
Acquisition Proposal or any indication that any such third party is considering
making an Acquisition Proposal or any request for nonpublic information relating
to the Company or any subsidiary of the Company or for access to the properties,
books or records of the Company of any such subsidiary by any such third party
that may be considering making, or has made, an Acquisition Proposal and will
keep Parent fully informed of the status and details of any such Acquisition
Proposal, indication or request. The foregoing provisions of this Section 3
will not be construed to limit actions taken, or to require actions to be taken,
by me that are required or restricted by my fiduciary duties or my employment
duties, or permitted by the Agreement, and that, in each case, are undertaken
solely in my capacity as a director or officer of the Company,
4. Effective Date; Succession; Remedies; Termination. Upon your
acceptance and execution of the Agreement, this letter agreement will mutually
bind and benefit you and me, any of our heirs, successors and assigns and any of
your successors. You will not assign the benefit of this letter agreement other
than to a wholly-owned subsidiary. We agree that in light of the inadequacy of
damages as a remedy, specific performance will be available to you, in addition
to any other remedies you may have for the violation of this letter agreement.
This letter agreement will terminate on the termination of the Agreement.
5. Nature of Holdings; Shares. All references in this letter to our
holdings of the Shares will be deemed to include Shares held or controlled by
the undersigned, individually, jointly, or in any other capacity, and will
extend to any securities issued to the undersigned in respect of the Shares.
_____________________________________
Name:________________________________
