VOTING AGREEMENT
EXECUTION VERSION
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2008 by
and among the undersigned shareholders (each referred to herein as a “Shareholder” and collectively
referred to herein as the “Shareholders”) of Xxxxxxx Xxxxxxx Inc. (“CSI”) for the benefit of MEA
Holdings, Inc. (the “Holding Company”) and the undersigned shareholders of the Holding Company (the
“Holding Company Shareholders”).
W I T N E S S E T H:
WHEREAS, each of the Shareholders owns, or has the power to direct the voting of, the number
of Shares (as defined below) set forth opposite such Shareholder’s name on Schedule 1
attached hereto;
WHEREAS, the Boards of Directors of CSI, Xxxxxxx Xxxxxxx XX, Goldenboy Acquisition Corp., the
Holding Company, Xxxxxxxx Xxxxxx & Associates, Inc., Xxxxxxxx Xxxxxx Development, LLC, and Xxxxxxx
Xxxxxxx XX, as the sole shareholder of Goldenboy Acquisition Corp., have adopted and approved the
Agreement and Plan of Merger (the “Merger Agreement”) and the merger of Goldenboy Acquisition Corp.
with and into the Holding Company (the “Merger”) in accordance with the Merger Agreement and the
Wisconsin Business Corporation Law (the “WBCL”);
WHEREAS, pursuant to Section 3.2(k)(ix) of the Merger Agreement, the shareholders of the
Holding Company will enter into Contribution Agreements (as defined therein), which will provide,
among other things, that in the event that Alternative Units, as defined therein, are issued, CSI
shall make reasonable efforts to obtain the Parent Stockholder Approval, as defined therein; and
WHEREAS, subsequent to the Holding Company’s approval of the Merger Agreement and concurrently
with the execution of the Merger Agreement and as a condition and inducement to the willingness of
the Holding Company to enter into the Merger Agreement, CSI has delivered to the Holding Company
and its shareholders this Agreement pursuant to which each Shareholder has agreed to vote the
Shares owned by such Shareholder in favor of the Parent Stockholder Approval.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein and in the Merger Agreement, and intending to be legally bound hereby, the
Shareholders hereby agree as follows:
1. Voting Agreement.
(a) In the event that Alternative Units are issued pursuant to the Contribution Agreements,
each Shareholder, by this Agreement hereby agrees to vote (or cause to be voted), at any meeting of
the shareholders of CSI or in any action taken by the shareholders of CSI without a meeting, all of
such Shareholder’s Shares in favor of the approval and adoption of the
Parent Stockholder Approval.
For purposes of this Agreement, “Shares” shall mean, for each
Shareholder, all shares of capital stock of CSI that such Shareholder beneficially owns at the
date of this Agreement, together with the shares of capital stock of which the Shareholder becomes
the beneficial owner following the date of this Agreement, less any shares of capital stock of CSI
subsequently disposed of after the date of this Agreement.
2. Termination. This Agreement shall terminate and be of no further force or effect
upon the earlier to occur of (a) the date that the Parent Stockholder Approval is validly obtained,
(b) with respect to a particular Shareholder, the date on which such Shareholder no longer owns
Shares, (c) June 30, 2010, and (d) such other date as agreed in writing between the Shareholders
and the Shareholder Representative.
3. Assignment. This Agreement and the rights hereunder are not assignable or
transferable by any party without the prior written consent of the other parties; provided,
however, that no such assignment shall relieve the assigning party of its obligations
hereunder if such assignee does not perform such obligations.
4. Consummation of the Parent Stockholder Approval. Each Shareholder, solely in his,
her or its capacity as a shareholder of CSI, shall use such Shareholder’s reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the Parent Stockholder
Approval and the other transactions contemplated by the Contribution Agreements.
5. Shareholders’ Representations. Each Shareholder hereby severally and not jointly
represents and warrants to the Holding Company and its shareholders in respect of such Shareholder
as follows:
(a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trust
that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good
and marketable title to, the number of shares of capital stock set forth opposite such
Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge,
charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares
(“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other
than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this
Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the
matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of
the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s
Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights,
subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal
power, authority and right to enter into, execute and deliver this Agreement, and to consummate the
transactions contemplated hereby, without the consent or approval of any other person, and (v) has
not entered into any voting agreement or other similar agreement with or granted any person any
proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this
Agreement).
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(b) Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the
legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws
affecting the enforcement of creditors’ rights in general and to general principles of equity
(regardless of whether considered in a proceeding in equity or in an action at law). The execution
and delivery by such Shareholder of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or to increased, additional, accelerated or guaranteed rights or
entitlements of any person under, or result in the creation of any Lien upon any of the properties
or assets of such Shareholder under, any provision of any contract to which such Shareholder is a
party or by which any properties or assets of such Shareholder are bound.
6. Equitable Relief. The Shareholders agree that Holding Company and the Holding
Company Shareholders would be irreparably harmed by any breach of this Agreement on the part of any
Shareholder and that Holding Company and the Holding Company Shareholders shall be entitled to
specific performance and injunctive and other equitable relief in respect of any breach (including
any threatened or anticipated breach) of this Agreement and to enforce the provisions hereof, and
the Shareholders further agree to waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other equitable relief. This provision is
without prejudice to any other rights or remedies, whether at law or in equity, that any party
hereto may have against any other party hereto for any failure to perform its obligations under
this Agreement.
7. Further Assurances. Each Shareholder shall, from time to time, execute and
deliver, or cause to be executed and delivered, such additional or further consents, documents and
other instruments as the Holding Company or Holding Company Shareholders may reasonably request for
the purpose of effectively carrying out the transactions contemplated by this Agreement.
8. Capacity; No Effect. Each Shareholder is entering into this Agreement solely in
his or her capacity as a shareholder of CSI, and no covenant contained herein shall apply to any
Shareholder in his or her capacity as a director, officer or employee of CSI or in any other
capacity. Nothing contained in this Agreement shall be deemed to apply to, or limit in any manner,
any Shareholder from fulfilling his or her obligations under applicable law, including without
limitation his or her fiduciary duties, in his or her capacity as a director, officer or employee
with respect to CSI and nothing herein will limit or affect, or give rise to any liability to a
Shareholder by virtue of any actions taken by such Shareholder in his or her capacity as a
director, officer or employee of CSI. Nothing contained in this Agreement shall affect the terms
and conditions of the Contribution Agreements.
9. No Additional Rights Granted. Nothing contained in this Agreement shall be deemed
to vest in the Holding Company or the Holding Company Shareholders any direct or indirect ownership
or incidence of ownership of or with respect to any of the capital stock of CSI. All rights,
ownership and economic benefits of and relating to the capital stock of CSI shall remain and belong
to the applicable Shareholder, and the Holding Company and the Holding
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Company Shareholders shall have no power or authority to direct any Shareholder in the voting
of any of the capital stock of CSI or the performance by any Shareholder of its duties or
responsibilities as a shareholder of CSI, except as otherwise provided herein. The Holding Company
Shareholders are intended to be third party beneficiaries with respect to the Shareholder’s
performance of their duties under this Agreement and the undertakings and covenants contained in
this Agreement, and the Holding Company Shareholders, enjoying the benefits thereof, may enforce
this Agreement directly against the Shareholders.
10. Binding Effect. This Agreement is binding upon the parties hereto and their
respective heirs, successors, legal representatives and permitted assigns.
11. Severability. The parties agree that if any provision of this Agreement under any
circumstances is deemed invalid or inoperative, then this Agreement is construed with the invalid
or inoperative provision deleted, and the rights and obligations of the parties are construed and
enforced accordingly.
12. Governing Law. This Agreement is governed by and construed and enforced in
accordance with the laws of the State of Wisconsin without regard to principles of conflicts of
law.
13. Counterparts. This Agreement may be executed in one or more counterparts, all of
which are considered but one and the same agreement, and become effective when one or more such
counterparts have been signed by each of the parties and delivered to the other party. A facsimile
signature of this Agreement is effective as an original.
(Signatures appear on the following page.)
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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first set
forth above.
SHAREHOLDERS:
| XXXXX CAPITAL PARTNERS III LIMITED PARTNERSHIP | ||||||
| By: | Xxxxx Capital Partners Management Company | |||||
| III, L.L.C., its General Partner | ||||||
| By: | ||||||
| BCP III AFFILIATES FUND LIMITED PARTNERSHIP | ||||||
| By: | Xxxxx Capital Partners Management Company | |||||
| III, L.L.C., its General Partner | ||||||
| By: | ||||||
| BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP | ||||||
| By: | Xxxxx Capital Partners Management Company | |||||
| III, L.L.C., its General Partner | ||||||
| By: | ||||||
| LUBAR CAPITAL, LLC | ||||||
| By: | Lubar Capital Management, LLC, its Manager | |||||
| By: | Lubar & Co., Incorporated, its Manager | |||||
| By: | ||||||
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Schedule 1
Shareholders; Shares
Xxxxx Xxxxxxx — 2,246,5011
Xxxxx Xxxxxxx — 388,8342
| 1 | As of the date of this Agreement per filings with the Securities and Exchange Commission. | |
| 2 | As of the date of this Agreement per filings with the Securities and Exchange Commission. |
