ROYAL PRECISION, INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
February 2, 1999, by and between Coyote Sports, Inc., a Nevada corporation
("Coyote"), and Xxxxx X. Xxxxxxxx (the "Stockholder").
RECITALS
A. Concurrently with the execution of this Agreement, Coyote, RP
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Coyote ("Coyote Sub"), and Royal Precision, Inc., a Delaware corporation
("Royal"), are entering into an Agreement and Plan of Merger (the "Merger
Agreement") which provides for the merger (the "Merger") of Coyote Sub with and
into Royal. Pursuant to the Merger, each share of capital stock of Royal will be
converted into the right to receive one share of a new class of Coyote
Convertible Preferred Stock on the basis described in the Merger Agreement.
B. The Stockholder is the record holder and beneficial owner (as
defined in Rule 13d- 3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of such number of shares of the outstanding capital stock
of Royal as is indicated on the signature page of this Agreement (the "Shares").
C. As an inducement to Coyote to enter into the Merger Agreement, the
Stockholder is willing to enter into and be bound by this Agreement pursuant to
which the Stockholder agrees not to transfer or otherwise dispose of any of the
Shares, or any other shares of capital stock of Royal acquired hereafter and
prior to the Expiration Date (as defined in Section 1.1 below, except as
otherwise permitted hereby), to vote the Shares and any other such shares of
capital stock of Royal so as to facilitate consummation of the Merger and to
grant Coyote a proxy with respect to the Shares upon the terms set forth herein.
D. All terms not otherwise defined herein shall have their respective
meanings set forth in the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees not to
transfer (except as may be specifically required by court order),
sell, exchange, pledge or otherwise dispose of or encumber any of the
Shares or any New Shares, as defined in Section 1.2 below, or to make
any offer or agreement relating to any such action, at any time prior
to the Expiration Date. As used herein, the term "Expiration Date"
shall mean the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and
provisions of the Merger Agreement and (ii) such date and time as the
Merger Agreement shall be validly terminated pursuant to the terms
thereof.
1.2 Additional Purchases. The Stockholder agrees that any
shares of capital stock of Royal (or securities convertible into,
exchangeable for or constituting the right to acquire, capital stock
of Royal) that the Stockholder purchases or with respect to which the
Stockholder otherwise acquires beneficial ownership after the
execution of this Agreement and prior to the Expiration Date
(including, without limitation, in the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in
the capital structure of Royal affecting the Shares, or pursuant to
the exercise of any option) ("New Shares") shall be subject to the
terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders of
Royal called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Royal with respect to any of the following, the Stockholder shall vote
(including any class vote) the Shares: (i) in favor of approval of the Merger
Agreement and the Merger, the terms thereof and each of the transactions
contemplated thereby, and any matter necessary to facilitate the Merger; (ii)
against any action or agreement that would result in a breach of any covenant,
representation or warranty or any other agreement or obligation of Royal under
the Merger Agreement; (iii) against (x) any extraordinary corporate transaction,
such as a merger, consolidation or any other business combination involving
Royal or its subsidiaries, (y) a sale, lease or transfer of a material amount of
assets by Royal or its subsidiaries (other than in the ordinary course of
business) or (z) any reorganization, recapitalization, dissolution or
liquidation of Royal, in each case other than the Merger and the transactions
contemplated by the Merger Agreement); or (iv) any other action involving Royal
or its subsidiaries which is intended or which reasonably could be expected to
impede, interfere with, delay, postpone or materially adversely affect the
Merger and the transactions contemplated by the Merger Agreement (each of the
matters referred to in clauses (i) through (iv), a "Subject Matter"). This
Agreement is intended to bind the Stockholder only with respect to the specific
matters set forth herein.
3. Representations, Warranties and Covenants of the Stockholder. The
Stockholder hereby represents, warrants and covenants to Coyote as follows:
3.1 Ownership of Shares. The Stockholder (i) is the
record holder and beneficial owner of the Shares, which at the date
hereof and at all times up until the Expiration Date will be free and
clear of any liens, claims, options, charges, voting trusts or
agreements, proxies or other encumbrances; (ii) does not beneficially
own any shares of capital stock of Royal (or securities convertible
into, exchangeable for or constituting the right to acquire, capital
stock of Royal), other than the Shares (and other than options to
purchase the number of shares of the common stock of Royal, if any,
indicated on the signature page of this Agreement); and (iii) has full
power and authority to make, enter into and carry out the terms of
this Agreement.
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3.2 Stockholder Authority; No Conflict. This Agreement
has been duly authorized (to the extent that the Stockholder is not a
natural person), executed and delivered by the Stockholder and
constitutes the legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with
its terms, except as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) general
principles of equity, regardless of whether asserted in a proceeding
in equity or at law. Neither the execution and delivery of this
Agreement nor the consummation by the Stockholder of the transactions
contemplated hereby will result in a violation of, or a default under,
or conflict with, any contract, trust, commitment, agreement,
understanding, arrangement or restriction of any kind to which the
Stockholder is a party or bound or to which the Stockholder's Shares
are subject. Consummation by the Stockholder of the transactions
contemplated hereby will not violate, or require any consent,
approval, or notice under (except for any notice which may be required
pursuant to the Exchange Act), any provision of any judgment, order,
decree, statute, law, rule or regulation applicable to the Stockholder
or the Stockholder's Shares.
3.3 No Proxy Solicitations. The Stockholder will not, and will not
permit any entity under the Stockholder's control to: (i) solicit proxies or
become participants in a solicitation with respect to an RP Acquisition Proposal
or RP Alternative Transaction or otherwise encourage or assist any party in
taking or planning any action that would compete with, restrain or otherwise
serve to interfere with or inhibit the timely consummation of the Merger in
accordance with the terms of the Merger Agreement; (ii) initiate a stockholders'
vote or action by consent of Royal stockholders with respect to an Acquisition
Proposal or Alternative Transaction; or (iii) become members of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of Royal with respect to an Acquisition Proposal or
Alternative Transaction. Notwithstanding the above, the Stockholder may take any
actions in the Stockholder's role as a director of Royal permitted under the
Merger Agreement.
3.4 Coyote Reliance. The Stockholder understands and
acknowledges that Coyote is entering into, and causing Coyote Sub to
enter into, the Merger Agreement in reliance upon the Stockholder's
execution and delivery of this Agreement. The Stockholder acknowledges
that the irrevocable proxy set forth in Section 4 is granted in
consideration for the execution and delivery of the Merger Agreement
by Coyote and Coyote Sub.
3.5 No Solicitation. Upon execution of this Agreement, the
Stockholder shall not have, or shall immediately terminate any
discussions with, any third party concerning an Alternative
Transaction. From and after the date of this Agreement until the
earlier of the Effective Time (as defined in the Merger Agreement) or
the termination of this Agreement in accordance with its terms, the
Stockholder shall not, and shall not permit any officer, director,
employee, controlled Affiliate, investment banker or other agent (in
such agency capacity) of the Stockholder to, directly or indirectly,
(i) solicit, engage in discussions or negotiate with any Person
(whether such discussions or negotiations are initiated by the
Stockholder or otherwise) or take any other action intended or
designed
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to facilitate the efforts of any Person, other than Coyote, relating
to an Alternative Transaction, (ii) provide information with respect
to Royal or any of its Subsidiaries to any Person, other than Coyote,
relating to a possible Alternative Transaction by any Person, other
than Coyote, (iii) enter into an agreement with any person, other than
Coyote, providing for a possible Alternative Transaction, or (iv) make
or authorize any statement, recommendation or solicitation in support
of any possible Alternative Transaction by any Person, other than by
Coyote. Notwithstanding the above, the Stockholder may take any
actions in the Stockholder's role as a director of Royal permitted
under the Merger Agreement.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
4.1 The Stockholder hereby irrevocably grants to, and appoints,
each of Xxx Xxxxxx and X.X. XxXxxxx or either of them, the
Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the
Stockholder, to vote such Stockholder's Shares, or grant or not grant
a consent or approval in respect of such Shares, at any meeting of
shareholders of Royal or at any adjournment thereof or in any other
circumstances, including, without limitation, a solicitation of
stockholder consents to action without a meeting, upon which the
Stockholder's vote, consent or other approval is sought, in respect of
any Subject Matter.
4.2 Revocation of Any Other Proxies. The Stockholder
represents that any proxies heretofore given in respect of the
Stockholder's Shares are not irrevocable, and that any such proxies
are hereby revoked.
4.3 Proxy Granted to Coyote Irrevocable. The Stockholder
hereby affirms that the irrevocable proxy set forth in this Section
4.1 is given in connection with the execution of the Merger Agreement,
and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. The Stockholder
hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked, except, that this
proxy shall expire on the Expiration Date. The Stockholder hereby
ratifies and confirms all that such irrevocable proxy may lawfully do
or cause to be done by virtue hereof. Such irrevocable proxy (expiring
on the Expiration Date) is executed and intended to be irrevocable in
accordance with the provisions of the Delaware General Corporation Law
(the "DGCL").
5. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's constituent partners or its successors.
6. Additional Documents. The Stockholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Coyote, to carry out the intent of this Agreement.
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7. Consent and Waiver. The Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
8. Termination. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
9. Miscellaneous.
9.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted
assigns, but, except as otherwise specifically provided herein,
neither this Agreement nor any of the rights, interests or obligations
of the Stockholder may be assigned by the Stockholder without the
prior written consent of Coyote.
9.3 Amendments and Modification. This Agreement may not
be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the party
against whom enforcement is sought.
9.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that Coyote will be irreparably harmed and that
there will be no adequate remedy at law for a violation of any of the
covenants or agreements of the Stockholder set forth herein.
Therefore, it is agreed that, in addition to any other remedy or
remedies that may be available to Coyote upon any such violation,
Coyote shall have the right to enforce such covenants and agreements
by specific performance, injunctive relief or by any other means
available to Coyote at law or in equity without posting any bond and
without proving that monetary damages would be inadequate.
9.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if
delivered in person, by cable, telegram or telex, or sent by mail
(registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties as
follows:
If to Coyote: Coyote Sports, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attn: Xxxxx Xxxxxx
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With a copy to: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attn: Xxxxx X. Xxxxx, Esq.
If to the Stockholder: Royal Precision, Inc.
00000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attn.: Xxxxx X. Xxxxxxxx
With a copy to:
Telecopier No.:
Telephone No.:
Attn:
or to such other address or person's attention as any party may have
furnished to the other in writing in accordance herewith, except that
notices of change of address shall only be effective upon receipt.
9.6 Governing Law. The laws of the State of New York
(irrespective of its choice of laws, rules or principles) will govern
the validity of this Agreement, the construction of its terms and the
interpretation and enforcement of the rights and duties of the parties
hereto.
9.7 Entire Agreement. This Agreement and the Merger Agreement
contain the entire understanding of the parties with respect to the
subject matter hereof, and supersede all prior negotiations and
understandings between the parties with respect to such subject
matter.
9.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or
interpretation of this Agreement.
9.10 Waiver of Jury Trial. COYOTE AND THE STOCKHOLDER
EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
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COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING
OUT OF OR RELATING TO THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the day and year first above written.
COYOTE SPORTS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Title: President
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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208,769 shares of Common Stock
11,106 shares of Common Stock
subject to options
