SUPPORT/VOTING AGREEMENT
October 10, 0000
Xxxxx Xxxxx Xxxxxxx, Inc.
000 Xxxxxxxx Xxxx.
Xxxxxxxxx, Xxx Xxxx 00000-0000
Re: SUPPORT/VOTING AGREEMENT
Ladies and Gentlemen:
The undersigned understands that VIDEO SENTRY CORPORATION, a
Minnesota corporation ("VIDEO"), KNOGO NORTH AMERICA, INC., a Delaware
corporation ("KNOGO"), SENTRY TECHNOLOGY CORPORATION, a Delaware corporation
("SENTRY"), VIKING MERGER CORP., a Minnesota corporation and a wholly owned
subsidiary of SENTRY ("VMC"), and STRIP MERGER CORP., a Delaware corporation and
wholly owned subsidiary of SENTRY ("SMC") are entering into an Agreement and
Plan of Reorganization and Merger, dated the date hereof (the "AGREEMENT"),
providing for, among other things, the merger of VMC with and into VIDEO (the
"MERGER").
The undersigned is a stockholder of VIDEO (the "STOCKHOLDER")
and is entering into this letter agreement to induce you to enter into the
Agreement and to consummate the transactions contemplated thereby.
The Stockholder confirms its agreement with KNOGO as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I annexed hereto sets forth the shares of the capital stock of VIDEO of
which the Stockholder or its affiliates (as defined under the Securities
Exchange Act of 1934, as amended) is the record or beneficial owner (the
"Shares") and that the Stockholder and its affiliates are on the date hereof the
lawful owners of the number of Shares set forth in Schedule I, free and clear of
all liens, charges, encumbrances, voting agreements and commitments of every
kind, except as disclosed in Schedule I. Except as set forth in Schedule I,
neither the Stockholder nor any of its affiliates own or hold any rights to
acquire any additional shares of the capital stock of VIDEO (by exercise of
stock options or otherwise) or any interest therein or any voting rights with
respect to any additional shares.
2. The Stockholder agrees that it will not, will not permit
any company, trust or other entity controlled by the Stockholder to, and will
not permit any of its affiliates to, contract to sell, sell or otherwise
transfer or dispose of any of the Shares or any interest therein or securities
convertible thereinto or any voting rights with respect thereto, other than (i)
pursuant to the Merger, (ii) with your prior written consent or (iii) as
disclosed in Schedule I.
3. The Stockholder agrees to, will cause any company, trust or
other entity controlled by the Stockholder to, and will cause its affiliates to,
cooperate fully with you in connection with the Agreement and the transactions
contemplated thereby. The Stockholder agrees that it will not, will not permit
any such company, trust or other entity to, and will not permit any of its
affiliates to, directly or indirectly (including through its officers,
directors, employees or other representatives), solicit any inquiries or the
making of any proposal with respect to any recapitalization, merger,
consolidation or other business combination involving VIDEO, or the acquisition
of any capital stock or any material portion of the assets (except for
acquisitions of assets in the ordinary course of business consistent with past
practice) of VIDEO, or any combination of the foregoing (a "COMPETING
TRANSACTION"); provided, however, that nothing herein shall prevent the
Stockholder from taking any action or omitting to take any action (i) solely as
a member of the Board of Directors of VIDEO required so as not to violate such
Stockholder's fiduciary obligations as a Director as so advised by outside
counsel or (ii) if Stockholder is an officer of VIDEO, as directed by the Board
of Directors of VIDEO so long as such direction was not made in violation of any
of the terms of the Agreement.
4. The Stockholder agrees that all of the Shares beneficially
owned by the Stockholder or its affiliates, or over which the Stockholder or any
of its affiliates has voting power or control, directly or indirectly (including
any common shares of VIDEO acquired after the date hereof), at the record date
for any meeting of stockholders of VIDEO called to consider and vote to approve
the Merger and the Agreement and/or the transactions contemplated thereby will
be voted by the Stockholder or its affiliates in favor thereof and that neither
the Stockholder nor any of its affiliates will vote such Shares in favor of any
Competing Transaction.
5. The Stockholder has all necessary power and authority to
enter into this letter agreement. This agreement is the legal, valid and binding
agreement of the Stockholder, and is enforceable against the Stockholder in
accordance with its terms.
6. The Stockholder agrees that damages are an inadequate
remedy for the breach by Stockholder of any term or condition of this letter
agreement and that you shall be entitled to a temporary restraining order and
preliminary and permanent injunctive relief in order to enforce our agreements
herein.
This letter agreement may be terminated at the option of any
party at any time upon the earlier of (i) termination of the Agreement and (ii)
the Effective Time (as defined in the Agreement). Please confirm that the
foregoing correctly states the understanding between us by signing and returning
a counterpart hereof.
Very truly yours,
By:
[Shareholder]
Confirmed as of the date first above written.
Knogo North America, Inc.
By:
Name:
Title:
