EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT is entered into as of the 23rd day of
December, 1997, by and among Daedalus Enterprises, Inc., a Delaware
corporation ("DEI"), the persons listed on the signature page hereto as DEI
Stockholders (the "DEI Stockholders") and the persons listed on the
signature page hereto as STR Stockholders (the "STR Stockholders").
Recitals:
This Agreement is made with reference to the following acts and
objectives:
(a) Each of the DEI Stockholders own shares of common
stock, par value $.01 (the "DEI Common Stock") of DEI.
(b) Each of the STR Stockholders own shares of the
common stock, par value $.10 ("STR Common Stock"), of S. T. Research
Corporation, a Virginia corporation ("STR").
(c) Pursuant to an Agreement and Plan of Merger of even
date herewith between STR, DEI and a wholly-owned subsidiary of DEI
(the "Merger Agreement"), each of the STR Stockholders will acquire
DEI Common Stock at the time of the filing of Articles of Merger
with the Virginia State Corporation Commission (the "Effective
Time") with respect to the merger of a wholly-owned subsidiary of
DEI with and into STR (the "Merger").
(d) The parties hereto believe that it is in their best
interest (i) to make certain provisions for the voting and non-
transfer of their DEI Common Stock and STR Common Stock in
connection with the Merger; and (ii) to provide for the election of
certain directors to the Board of Directors of DEI following the
Merger.
Agreement:
In order to consummate the desires of the parties set forth in the
foregoing recitals, each of the parties hereby agrees as follows:
1. DEI Stockholders' Agreements. Provided that the Merger
Agreement has not been terminated in accordance with its terms (or notice of
termination given and not withdrawn), each of the DEI Stockholders agrees
that:
1.1 Voting. At the DEI Stockholder Meeting contemplated
under the Merger Agreement, such DEI Stockholder shall vote all of
the shares of DEI Common Stock with respect to which he has or
shares voting power for the approval of the matters stated in
Section 5.2 of the Merger Agreement to be brought before such
meeting.
1.2 No Transfer of DEI Common Stock. Prior to the earlier
of the Merger, the termination of the Merger Agreement or July 1,
1998, each DEI Stockholder agrees not to sell, transfer or assign
any of his shares of DEI Common Stock unless the purchaser,
transferee or assignee agrees in writing to accept such shares of
DEI Common Stock subject to this Agreement in the capacity of a DEI
Stockholder hereunder.
2. STR Stockholders' Agreements. Provided that the Merger
Agreement has not been terminated in accordance with its terms (or notice of
termination given and not withdrawn), each of the STR Stockholders agrees
that:
2.1 Voting. At the STR Stockholders Meeting
contemplated under the Merger Agreement, such STR Stockholder shall
vote all of the shares of STR Common Stock with respect to which he
has or shares voting power for approval of the Merger Agreement, the
Merger and the consummation of the transactions contemplated
thereunder.
2.2 No Transfer of STR Common Stock. Prior to the
earlier of the Merger, the termination of the Merger Agreement or
July 1, 1998, each STR Stockholder agrees not to sell, transfer or
assign any of his shares of STR Common Stock unless the purchaser,
transferee or assignee agrees in writing to accept such shares of
STR Common Stock subject to this Agreement in the capacity of an STR
Stockholder hereunder.
3. DEI Agreements. For a period beginning at the Effective
Time and ending on the date following the conclusion of the second annual
meeting of the stockholders of DEI after the Effective Time, DEI agrees (a)
that, except as provided in the next sentence, the number of directors on
its Board of Directors shall be fixed at seven and (b) to nominate Xxxxxx X.
Xxx, Xxxx X. Xxxxxxx, Xxxxxx X. Power, Xxxxx X. Xxxxxxx, Xxxx Xxxxxxxx,
Xxxxx Xxxxx and Xxxxxxx Xxxxxxx for election as directors at each meeting of
the stockholders of DEI at which directors are elected, subject to the
consent of such persons to serve in such capacity. In the event that, after
the Effective Time and before the conclusion of the second annual meeting of
the stockholders of DEI after the Effective Time, DEI engages in a financing
transaction or an acquisition transaction the terms of which require DEI to
increase the number of directors on the Board and to appoint a new director
or directors to fill the vacancy or vacancies created thereby, such an
increase in the number of directors shall not constitute a breach of clause
(a) of the preceding sentence, provided that the number of directors is not
increased to more than 10.
4. Notices. All notices which are required or may be given
pursuant to this Agreement shall be in writing and shall be sufficient in
all respects if given in writing and delivered personally or mailed by
registered, certified or express mail, postage prepaid, as follows:
If to DEI or the STR Stockholders: S.R. Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to the DEI Stockholders: Xxxxxx X. Xxx
000 Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxx 00000
or at such other address as any party hereto shall have designated by notice
in writing to all other parties hereto specifically referring to this
Section 4 of this Agreement.
5. Jurisdiction. This Agreement shall be interpreted and
construed under the laws of the State of Delaware applicable to contracts
executed and fully performed in the State of Delaware.
6. Modification. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and supersedes all prior oral and written understandings, agreements,
representations and negotiations. Except as provided in Section 11 hereof,
this Agreement may not be modified except in writing signed by all of the
parties.
7. Causation and Specific Performance. Each of the parties
agrees to vote their respective DEI Common Stock and STR Common Stock and
all parties agree to cooperate and perform every act and execute every
document necessary to enforce the rights and obligations provided in this
Agreement. The provisions of this Agreement may be enforced specifically
and each party waives all claims and defenses that an adequate remedy at law
or in damages exists and agrees that none does exist. No waiver of any
provision or breach of this Agreement will be effective unless in writing
signed by the party or parties granting the waiver, and no waiver will be
deemed a waiver of any other breach.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of which
together will constitute the same agreement, whether or not all parties
execute each counterpart.
9. Construction. The language in all parts of this Agreement
shall in all cases be construed as a whole according to its fair meaning,
strictly neither for nor against any party hereto, and without implying a
presumption that the terms thereof shall be more strictly construed against
the person who himself or through his agent prepared the same, it being
agreed that representatives of each party hereto have participated in the
preparation hereof.
10. Further Assurances. Each of the parties hereto agrees that
it or he will, at any time, and from time to time after the date hereof,
upon the reasonable request of the other parties, do, execute, acknowledge
and deliver, or will cause to be done, executed, acknowledged and delivered,
all such acts and instruments as may be reasonably required in conformity
with this Agreement to consummate the transactions contemplated herein
(including, without limitation, irrevocable proxies).
11. Binding Effect; Assignability; Additional Parties. Neither
this Agreement nor any of the parties' rights hereunder shall be assignable
by any party hereto without the prior written consent of the other parties
hereto. The terms, conditions and restrictions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto, and their
respective successors and assigns; provided, however, that this Agreement
shall not be binding upon transferees of DEI Common Stock after the
Effective Time if such DEI Common Stock was transferred pursuant to (a) an
effective registration statement under the Securities Act of 1933 (the
"Act") or (b) a transaction which satisfies the manner of sale conditions
contained in paragraphs (f) and (g) of Rule 144 under the Act, as such Rule
is in effect on the date hereof. The parties acknowledge and agree that
other holders of DEI Common Stock or STR Common Stock may, at any time
during the term hereof, become parties to this Agreement by executing and
delivering a copy of this Agreement to each of the other parties hereof in
accordance with Section 4 hereof. Any person becoming a party to this
Agreement pursuant to the preceding sentence shall be deemed a "DEI
Stockholder" to the extent such person has or shares voting power with
respect to shares of DEI Common Stock at any time and shall be deemed an
"STR Stockholder" to the extent such person has or shares voting power with
respect to shares of STR Common Stock at any time.
12. Term and Effectiveness. This Agreement shall be effective
as of the date hereof and shall terminate on the earlier of (a) the
termination of the Merger Agreement or (b) the day following the conclusion
of the second annual meeting of the stockholders of DEI after the Effective
Time.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and year first above written.
DAEDALUS ENTERPRISES, INC.
By: /S/ Xxxxxx X. Xxx
Its: President
DEI STOCKHOLDERS STR STOCKHOLDERS
/S/ Xxxxxx X. Xxx /S/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxx Xxxxx X. Xxxxxxx
/S/ Xxxxxxx X. Xxxxxxx /S/ Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx
/S/ Xxxx X. Xxxxxxx /S/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
/S/ Xxxxxx X. Power /S/ Xxxxxx Xxxxxx
Xxxxxx X. Power Xxxxxx Xxxxxx
