FORM OF
ROYAL PRECISION, INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
February __, 1999, by and between Coyote Sports, Inc., a Nevada corporation
("Coyote"), and ______________ (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.
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 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.
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
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:
Telecopier No.:
Telephone No.:
Attn.:
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 COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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: ____________________________
Title: __________________________
_________________________________
______ shares of Common Stock
______ shares of Common Stock
subject to options
