Exhibit 99.5
VOTING AGREEMENT
This VOTING AGREEMENT is made and entered into as of this ____
day of April, 2001 by and between ____________________, an individual residing
at __________________________________________________ ("Shareholder"), and JATA
LLC, a New York limited liability company, with its principal place of business
located at c/o Tashlik, Kreutzer, Goldwyn & Xxxxxxxx P.C., 000 Xxxxxxxx
Xxxxxxxxx, Xxxxx Xxxx, Xxx Xxxx 00000 ("JATA LLC"). All capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Asset Purchase Agreement (as hereinafter defined).
WHEREAS, Shareholder is a shareholder of VENTURIAN CORP., a
Minnesota corporation with its principal place of business located at 00000
Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxx 00000 ("VENTURIAN"); and
WHEREAS, JATA LLC and VENTURIAN are parties to an Asset
Purchase Agreement, dated as of April __, 2001 (the "Asset Purchase Agreement")
pursuant to which substantially all of the assets of Napco International Inc. (a
subsidiary of Venturian) are to be sold to JATA LLC; and
WHEREAS, VN Holdings LLC, a Delaware LLC of which Shareholder
is a member, is presenting to VENTURIAN a proposal, subject to the consummation
of the transactions contemplated in the Asset Purchase Agreement, to acquire
VENTURIAN by merger (the "Going Private Transaction"); and
WHEREAS, it is contemplated that the transactions described in
the Asset Purchase Agreement and the Going Private Transaction will be presented
as a single proposal to a vote of the shareholders of VENTURIAN (the "Combined
Proposal"); and
WHEREAS, it is contemplated that the terms of the transactions
described in the Asset Purchase Agreement may be modified by JATA LLC (but in no
event upon terms less favorable than the original terms) (the "Modified Offer")
in response to a Board of Directors' recommendation of a Superior Proposal to
the shareholders of VENTURIAN, and such Modified Offer will be presented to a
vote of the shareholders of Venturian; and
WHEREAS, Section 8.5 of the Asset Purchase Agreement
contemplates that all those persons listed in Schedule 8.5 of the Asset Purchase
Agreement, will enter into this Agreement, agreeing to vote all shares of the
common stock of VENTURIAN (the "VENTURIAN Common Stock") held by them,
respectively, in favor of approval of the Combined Proposal or Modified Offer,
as the case may be, and/or against the Superior Proposal; and
WHEREAS, Shareholder is the owner of _______ shares of
VENTURIAN Common Stock;
WHEREAS, Shareholder may acquire additional shares of
VENTURIAN Common Stock after the date hereof, whether by purchase, option
exercise, warrant exercise, gift, stock dividend, stock split, reorganization,
merger, consolidation, or other event that increases the number of shares of
VENTURIAN Common Stock owned by Shareholder (currently owned and hereafter
acquired shares of VENTURIAN Common Stock shall hereinafter be referred together
as the "Shareholder Shares"); and
WHEREAS, Shareholder has determined that approval of the
Combined Proposal or the Modified Offer, as the case may be, is in the best
interests of VENTURIAN and the shareholders of VENTURIAN, including Shareholder,
and fair to the shareholders of VENTURIAN, including Shareholder.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as set forth below.
1. At any meeting or written consent of the shareholders of Venturian
occurring prior to such time as the Asset Purchase Agreement shall
terminate or the transactions contemplated therein shall close,
Shareholder agrees to vote all of the Shareholder Shares in favor of
the Combined Proposal or the Modified Offer, as the case may be, and/or
against a Superior Proposal.
2. Until such time as the Asset Purchase Agreement shall terminate or the
transactions contemplated therein shall close Shareholder shall not
sell, assign or transfer any of the Shareholder Shares unless the
purchaser, assignee or transferee shall agree to enter into and be
subject to a voting agreement containing substantially the same terms
and provision as this Voting Agreement.
3. Notwithstanding any of the foregoing, Shareholder hereby appoints the
secretary of JATA LLC, or any executive officer of JATA LLC designated
by such secretary for the purposes hereof, attorney and proxy, with
full power of substitution in each of them, in the name and stead of
Shareholder to vote as proxy all the Shareholder Shares for approval of
the Combined Proposal or the Modified Offer, as the case may be, and/or
against a Superior Proposal at any meeting of the shareholders of
VENTURIAN held for the purposes, among other matters, of considering
and voting on approval of the Combined Proposal or the Modified Offer
and/or a Superior Proposal held prior to such time as the Asset
Purchase Agreement shall terminate or the transactions contemplated
therein shall close.
4. This Voting Agreement may be executed in two or more original
counterparts, each
of which alone shall be deemed to be an original and all of which
together shall be considered but one instrument.
5. This Voting Agreement and the construction and validity thereof shall
be governed by the laws of the State of Minnesota. The invalidity of
any provisions hereof shall not effect the validity of the remainder of
this Voting Agreement.
6. This Voting Agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
7. This Voting Agreement may be amended only by unanimous written consent
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of the date first set forth above.
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JATA LLC
By:
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STATE OF )
) SS.:
COUNTY OF )
On the ____ day of April, 2001 before me personally came
_________________________ to me known to be the individual described in and who
executed the foregoing instrument and acknowledged that he executed the same.
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Notary Public
