EXHIBIT A
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of October 9,
1995, is by and among GFI Industries, a societe anonyme organized
under the laws of the Republic of France ("Purchaser"), Xxxxxxx
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Family Trust of 1980, Xxxxxxxxx X. Xxxxxxx Revocable Trust, The
Xxxxx X. & Xxxxxxxxx Xxxxxxx Foundation Inc. and Xxxxxx X. Xxxxxx
(the "Stockholders").
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W I T N E S S E T H:
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WHEREAS, simultaneously with the execution of this
Stockholders Agreement, Hi-Shear Industries Inc. ("Seller") and
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Purchaser have entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement"), pursuant to which Purchaser has
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agreed, among other things, to purchase all of the issued and
outstanding shares (the "Stock Purchase") of common stock, $.10
--------------
par value, of Hi-Shear Corporation, a Delaware corporation and a
wholly-owned subsidiary of Seller;
WHEREAS, as of the date hereof, Stockholders are the
record and beneficial owners of, and have the sole right to vote
and dispose of, an aggregate of
1,777,561 shares of common stock, $.10 par value, of Seller (the
"Seller Common Stock"); and
-------------------
WHEREAS, as an inducement and a condition to its
entering into the Stock Purchase Agreement, and incurring the
obligations set forth therein, Purchaser has required that Stock-
holders agree, and Stockholders have agreed, to enter into this
Stockholders Agreement.
NOW, THEREFORE, in consideration of the foregoing and
the mutual premises, representations, warranties, covenants and
agreements contained herein and in the Stock Purchase Agreement,
the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Certain Definitions. Capitalized terms used and
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not defined herein have the respective meanings ascribed to them
in the Stock Purchase Agreement. In addition, for purposes of
this Stockholders Agreement:
(a) "Affiliate" shall mean, with respect to any
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specified Person, any Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with, the Person specified.
(b) "Beneficially Own" or "Beneficial Ownership" with
---------------- --------------------
respect to any securities shall mean having "beneficial
ownership" of such securities (as determined pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securi-
ties Beneficially Owned by all Affiliates of such Person and all
other Persons with whom such Person would constitute a "group"
within the meaning of Section 13(d) of the Exchange Act and the
rules promulgated thereunder.
(c) "including" shall mean including without
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limitation.
(d) "Person" shall mean an individual, corporation,
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partnership, joint venture, association, trust, unincorporated
organization or other entity.
(e) "Shares" shall mean any and all shares of Seller
------
Common Stock now or hereafter held by any Stockholder, including
any other voting securities of Seller Beneficially Owned by any
Stockholders, whether owned on the date hereof or hereafter
acquired.
(f) "Transfer" shall mean, with respect to a security,
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the sale, transfer, pledge, hypothecation, encumbrance,
assignment or disposition of such security or the Beneficial
Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or
understanding, whether or not in writing, to effect any of the
foregoing. As a verb, "Transfer" shall have a correlative
meaning.
2. Voting of Seller Common Stock; Irrevocable Proxy.
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(a) Stockholders hereby agree that during the period
commencing on the date hereof and continuing until the earlier of
(i) the consummation of the Stock Purchase and (ii) the termina-
tion of the Stock Purchase Agreement in accordance with its terms
(such period being referred to as the "Voting Period"), at any
meeting (whether annual or special, and whether or not an ad-
journed or postponed meeting) of Seller's stockholders, however
called, or in connection with any written consent of Seller's
stockholders, Stockholders shall vote (or cause to be voted) the
Shares: (i) in favor of the Stock Purchase, the execution and
delivery by Seller of the Stock Purchase Agreement and the
approval and adoption of the Stock Purchase Agreement and the
terms thereof and each of the other actions contemplated by the
Stock Purchase Agreement and this Stockholders Agreement and any
actions required in furtherance thereof and hereof; (ii) against
any action or agreement that would (A) result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of Seller under the Stock Purchase Agreement or of
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Stockholders under this Stockholders Agreement or (B) impede,
interfere with, delay, postpone, or adversely affect the Stock
Purchase Agreement or the transactions contemplated thereby and
by this Stockholders Agreement; and (iii) except as otherwise
agreed to in writing in advance by Purchaser, against the
following actions (other than the Stock Purchase Agreement and
the transactions contemplated thereby and by this Stockholders
Agreement): (A) any extraordinary corporate transaction, such as
a merger, consolidation or other business combination involving
Seller or any of its subsidiaries; (B) any sale, lease or trans-
fer of a substantial portion of the assets or business of Seller
or its subsidiaries, or reorganization, restructuring, recapi-
talization, special dividend, dissolution or liquidation of
Seller or its subsidiaries; or (C) any change in the present
capitalization of Seller including any proposal to sell a sub-
stantial equity interest in Seller or any of its subsidiaries.
Stockholders shall not enter into any agreement, arrangement or
understanding with any Person the effect of which would be
inconsistent or violative of the provisions and agreements
contained in this Section 2(a).
(b) Each Stockholder, in furtherance of the
transactions contemplated hereby and by the Stock Purchase
Agreement, and in order to secure the performance by Stockholders
of their duties under this Stockholders Agreement, shall promptly
execute and deliver to Purchaser an irrevocable proxy, in the
form of Exhibit A hereto. Stockholders acknowledge and agree
that the proxy executed and delivered pursuant to this Section
2(b) shall be coupled with an interest, shall constitute, among
other things, an inducement for Purchaser to enter into this
Stockholders Agreement and the Stock Purchase Agreement, shall be
irrevocable during the Voting Period and shall not be terminated
by operation of law.
3. Restrictions on Transfer, Proxies. Except as
---------------------------------
contemplated by the Stock Purchase Agreement, Stockholders shall
not, during the Voting Period, directly or indirectly: (i)
Transfer any of such Stockholder's Shares (including, without
limitation, through the disposition or transfer of control of
another person), (ii) except as provided in Section 2(b) of this
Stockholders Agreement, grant any proxies or powers of attorney,
deposit any Shares into a voting trust or enter into a voting
agreement, understanding or arrangement with respect to any
Shares; or (iii) take any action that would make any representa-
tion or warranty of Stockholders contained herein untrue or
incorrect or would result in a breach by Stockholders of their
obligations under this Stockholders Agreement or a breach by
Seller of its obligations under the Stock Purchase Agreement.
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4. Representations and Warranties of Stockholders.
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Each Stockholder represents and warrants to Purchaser as follows:
(a) Such Stockholder, if not an individual, is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization.
(b) Such Stockholder, if not an individual, has all
necessary power and authority to execute and deliver this
Stockholders Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby.
(c) With respect to each Stockholder that is not an
individual, the execution, delivery and performance of this
Stockholders Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by the
board of directors or other governing body of such Stockholder
and no other corporate or similar proceedings on the part of such
Stockholder are necessary to authorize this Stockholders
Agreement or to consummate the transactions so contemplated.
(d) This Stockholders Agreement has been duly and
validly executed and delivered by such Stockholder and consti-
tutes a legal, valid and binding agreement of such Stockholder
enforceable against such Stockholder in accordance with its
terms.
(e) The execution, delivery and performance by such
Stockholder of this Stockholders Agreement and the consummation
of the transactions contemplated hereby do not and will not (i)
with respect to each such Stockholder that is not an individual,
contravene or conflict with the Certificate of Incorporation, By-
Laws or other organizational documents of such Stockholder; (ii)
contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or
decree binding upon or applicable to such Stockholder, any of its
subsidiaries or any of its properties; (iii) conflict with, or
result in the breach or termination of any provision of or
constitute a default (with or without the giving of notice or the
lapse of time or both) under, or give rise to any right of termi-
nation, cancellation, or loss of any benefit to which such Stock-
holder or any of its subsidiaries is entitled under any provision
of any agreement, contract, license or other instrument binding
upon such Stockholder, any of its subsidiaries or any of their
respective properties, or allow the acceleration of the
performance of, any obligation of such Stockholder or any of its
subsidiaries under any indenture, mortgage, deed of trust, lease,
license, contract, instrument or other agreement to which such
Stockholder or any of its subsidiaries is a party or by which
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such Stockholder or any of its subsidiaries or any of their
respective assets or properties is subject or bound; or (iv)
result in the creation or imposition of any lien on any asset of
such Stockholder or any of its subsidiaries, except in the case
of clauses (ii), (iii) and (iv) for any such contraventions,
conflicts, violations, breaches, terminations, defaults,
cancellations, losses, accelerations and liens which would not
individually or in the aggregate be reasonably expected to pre-
vent the consummation by such Stockholder of the transactions
contemplated by this Stockholders Agreement.
(f) The execution, delivery and performance by such
Stockholder of this Stockholders Agreement and the consummation
of the transactions contemplated hereby by such Stockholder
require no action by such Stockholder by or in respect of, or
filing with, any governmental body, agency, official or authority
(either domestic or foreign) other than such actions or filings
which, if not taken or made, would not individually or in the
aggregate be reasonably expected to prevent the consummation by
such Stockholder of the transactions contemplated by this
Stockholders Agreement.
(g) As of the date hereof, there is no action, suit,
claim, investigation or proceeding pending against, or to the
knowledge of the Stockholders, threatened against, any
Stockholder or any of its subsidiaries or any of its respective
properties before any court or arbitrator or any administrative,
regulatory or governmental body, or any agency or official which
challenges or seeks to prevent, enjoin, alter or delay the Stock
Purchase or any of the other transactions contemplated hereby or
by the Stock Purchase Agreement. As of the date hereof, none of
the Stockholders, none of their respective subsidiaries and none
of their respective properties is subject to any order, writ,
judgment, injunction, decree, determination or award which would
prevent or delay the consummation of the transactions
contemplated hereby.
(h) Such Stockholder has good and valid title to such
Stockholder's Shares, free and clear of any liens.
(i) There are no options or rights to acquire, or any
agreements to which such Stockholder is a party relating to such
Stockholder's Shares, other than this Stockholders Agreement.
(j) The Stockholder's Shares described on the
signature page hereto represent all of the Shares Beneficially
Owned by such Stockholder.
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5. Further Assurances. From time to time, at the
------------------
other party's request and without further consideration, each
party hereto shall execute and deliver such additional documents
and take all such further lawful action as may be necessary or
desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by
this Stockholders Agreement.
6. Termination. This Stockholders Agreement shall
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terminate upon the earlier of the consummation of the Stock
Purchase and the termination of the Stock Purchase Agreement in
accordance with its terms.
7. Miscellaneous.
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(a) This Stockholders Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with
respect to the subject matter hereof.
(b) All costs and expenses incurred in connection with
this Stockholders Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses.
(c) This Stockholders Agreement shall not be assigned
by operation of law or otherwise without the prior written con-
sent of the other party, provided that Purchaser may assign, in
its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of Purchaser.
(d) This Stockholders Agreement may not be
amended, changed, supplemented, or otherwise modified or
terminated, except upon the execution and delivery of a
written agreement executed by each of the parties hereto.
The parties may waive compliance by the other parties
hereto with any representation, agreement or condition
otherwise required to be complied with by such other party
hereunder, but any such waiver shall be effective only if
in writing executed by the waiving party.
(e) All notices, requests, claims, demands and
other communications hereunder shall be in writing and
shall be given (and shall be deemed to have been duly
received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier
service, such as Federal Express), or by any courier
service, such as Federal Express, providing proof of
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delivery. All communications hereunder shall be delivered
to the respective parties at the following addresses:
If to any Stockholder, to such Stockholder c/o Seller at the
address of Seller set forth in the Stock Purchase Agreement.
copy to: Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
If to Purchaser:
GFI Industries
Espace Vauban--BP 000
Xxxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx 00000
Telephone No.: 000-00-00-00-00-00
Telecopy No.: 011-33-84-57-02-00
Attention: Chief Executive Officer
copy to: Skadden, Arps, Slate,
Xxxxxxx & Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
or to such other address as the person to whom notice is
given may have previously furnished to the others in
writing in the manner set forth above.
(f) Whenever possible, each provision or
portion of any provision of this Stockholders Agreement
will be interpreted in such manner as to be effective and
valid under applicable law but if any provision or por-
tion of any provision of this Stockholders Agreement is
held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdic-
tion, such invalidity, illegality or unenforceability
will not affect any other provision or portion of any
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provision in such jurisdiction, and this Stockholders
Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unen-
forceable provision or portion of any provision had never
been contained herein.
(g) Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or
agreements contained in this Stockholders Agreement will
cause the other party to sustain damages for which it
would not have an adequate remedy at law for money damag-
es, and therefore each of the parties hereto agrees that
in the event of any such breach the aggrieved party shall
be entitled to the remedy of specific performance of such
covenants and agreements and injunctive and other equita-
ble relief in addition to any other remedy to which it
may be entitled, at law or in equity.
(h) All rights, powers and remedies provided
under this Stockholders Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by
any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such
party. The failure of any party hereto to exercise any
right, power or remedy provided under this Stockholders
Agreement or otherwise available in respect hereof at law
or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any
custom or practice of the parties at variance with the
terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power
or remedy or to demand such compliance.
(i) This Stockholders Agreement is not intend-
ed to be for the benefit of, and shall not be enforceable
by, any person or entity who or which is not a party
hereto.
(j) This Stockholders Agreement shall be
governed and construed in accordance with the laws of the
State of New York (including the laws of such State with
respect to the authority of arbitrators to make awards of
punitive damages), without giving effect to the princi-
ples of conflicts of law thereof.
(k) The representations and warranties made
herein shall survive through the term of this Stockhold-
ers Agreement.
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(l) The descriptive headings used herein are
inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or inter-
pretation of this Stockholders Agreement.
(m) This Stockholders Agreement may be execut-
ed in counterparts, each of which shall be deemed to be
an original, but all of which, taken together, shall
constitute one and the same Stockholders Agreement.
(n) This Stockholders Agreement is intended to
obligate the Stockholders only in their capacities as
holders of Shares, and shall not prevent any Stockholder
from serving as an officer or member of the Board of
Directors of Seller and discharging his or her fiduciary
and other duties in connection therewith.
8. Arbitration.
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(a) In the event of any dispute, controversy
or claim arising out of or relating to this Agreement or
the breach, termination or validity thereof (a "Dis-
pute"), upon the written request of Purchaser, on the one
hand, or any Stockholder, on the other hand (each a "Par-
ty"), the Parties (or, as applicable, their respective
senior officers) shall meet promptly and attempt in good
faith to negotiate a resolution of the Dispute.
(b) If the Parties are unable to resolve the
Dispute within 10 business days after a Party's written
request for a meeting was made, then either Party may
submit the Dispute to arbitration as the exclusive means
of resolving it in accordance with the procedures set
forth in Paragraph (c) below.
(c) Any unresolved Dispute shall be finally
settled by arbitration in accordance with the Arbitration
Rules of the International Chamber of Commerce (the
"ICC") then in effect (the "Rules"), except as modified
herein. The arbitration shall be held in New York, New
York. The arbitration proceedings shall be conducted,
and the award shall be rendered, in the English language.
(d) There shall be 3 arbitrators of whom each
Party shall select one in accordance with the Rules. The
2 Party-appointed arbitrators shall select a third arbi-
trator to serve as Chair of the tribunal within 30 days
of the selection of the second arbitrator. If any arbi-
trator has not been appointed within the time limits
specified herein and in the Rules, such appointment shall
be made by the ICC Court of Arbitration upon the written
request of either Party within 10 days of such request.
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(e) The hearing shall be held no later than
150 days and the award shall be rendered no later than
180 days following the appointment of the last of the 3
arbitrators.
(f) The Parties hereby waive any rights of
application or appeal to the courts of the United States
and of the Republic of France to the fullest extent per-
mitted by law in connection with any question of fact or
law arising in the course of the arbitration or with
respect to any award made except for actions to enforce
an arbitral award and actions seeking interim, interlocu-
tory or other provisional relief in any court of compe-
tent jurisdiction.
(g) The award shall be final and binding upon
the Parties, and shall be the sole and exclusive remedy
between the Parties regarding any claims, counterclaims,
issues, or accounting presented to the arbitral tribunal.
(h) Any monetary award shall be made and
promptly payable in U.S. dollars free of any tax (except
to the extent required by law), deduction or offset, and
the arbitral tribunal shall be authorized in its discre-
tion to grant pre-award and post-award interest at com-
mercial rates. Any costs, fees, or taxes incident to
enforcing the award shall, to the maximum extent permit-
xxx by law, be charged against the party resisting such
enforcement.
(i) This Agreement and the rights and obliga-
tions of the Parties shall remain in full force and
effect pending the award in any arbitration proceeding
hereunder.
(j) All notices by one party to the other in
connection with the arbitration shall be in accordance
with the provision of Section 7(e) hereof.
(k) If at any time there are pending two or
more arbitrations hereunder, any party to any such arbi-
trations may apply for consolidation of any two or more
such arbitrations. Such application shall be made to the
arbitral tribunal in the arbitration that, among the
arbitrations sought to be consolidated, was the first
commenced under this Agreement (the "Primary Tribunal").
Arbitrations may be consolidated, in whole or in part, if
there are significant common issues of law or fact or one
or more common parties between the arbitrations sought to
be consolidated. In determining whether and to what
extent to order consolidation, the Primary Tribunal shall
consider the extent to which consolidation would facili-
xxxx efficiencies and economies in the arbitration pro-
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cess, and the desirability of avoiding possibly conflict-
ing results under different arbitrations. The xxxxxxx-
dated arbitration shall be held before the Primary Tribu-
nal. If there are more than two parties to any arbitra-
tion consolidated hereunder, the Primary Tribunal may
interpret and supplement the Rules in their application
to the consolidated arbitration as may be necessary or
appropriate to accommodate the multi-party nature of the
arbitration and to ensure the just, expeditious, economi-
cal and final determination of the dispute. The award in
any arbitration hereunder, or in any arbitration xxxxxxx-
dated hereunder, shall be final and binding on all of the
parties hereto and on all other persons (whether or not
they participated in the consolidated arbitration) that
were given an opportunity to participate fully in such
arbitration.
(l) This agreement to arbitrate shall be bind-
ing upon the successors and assigns of each Party. Each
party hereby irrevocably submits to the nonexclusive
jurisdiction of the Supreme Court in the State of New
York in any action, suit or proceeding arising in connec-
tion with this Stockholders Agreement and permitted by
Paragraph (f) above, and agrees that any such action,
suit or proceeding may be brought only in such court (and
waives any objection based on forum non conveniens or any
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other objection to venue therein); provided, however,
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that such consent to jurisdiction is solely for the
purpose referred to in Paragraph (f) above and shall not
be deemed to be a general submission to the jurisdiction
of said Court or in the State of New York other than for
such purposes. Each party hereto hereby waives any right
to a trial by jury in connection with any such action,
suit or proceeding.
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IN WITNESS WHEREOF, Purchaser and Stockholders
have caused this Stockholders Agreement to be duly exe-
cuted as of the day and year first above written.
GFI INDUSTRIES
By:/s/ Xxxxxxxx Xxxxx
------------------------
Name:
Title:
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IN WITNESS WHEREOF, Purchaser and Stockholders
have caused this Stockholders Agreement to be duly exe-
cuted as of the day and year first above written.
GFI INDUSTRIES S.A.
By:
------------------------------
Name:
Title:
No. of Shares: 981,494 The Xxxxxxx Family Trust of 1980
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
No. of Shares: 200,000 Xxxxxxxxx X. Xxxxxxx Revocable Trust
By:/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxxx X. Xxxxxxx, Trustee
No. of Shares: 150,000 The Xxxxx X. & Xxxxxxxxx Xxxxxxx
Foundation Inc.
By:/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
President
No. of Shares: 446,067 Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
---------------------------------
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EXHIBIT A
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IRREVOCABLE PROXY
-----------------
The undersigned hereby revokes any previous proxies and
appoints Xxxxxxxx Xxxxx and Xxxx Xxxxxx, and each of them, with full
power of substitution (provided that any person so substituted is an
employee of GFI Industries), as attorney and proxy of the undersigned
to attend any and all meetings of stockholders of Hi-Shear Industries
Inc., a Delaware corporation ("Seller") (and any adjournments or post-
ponements thereof), to vote all shares of Common Stock, $.10 par
value, of Seller that the undersigned is then entitled to vote, and to
represent and otherwise to act for the undersigned in the same manner
and with the same effect as if the undersigned were personally pres-
ent, with respect to all matters specified in Section 2(a) of the
Stockholders Agreement (the "Stockholders Agreement"), dated as of
October 9, 1995, by and among Purchaser, the undersigned and the other
stockholders named therein. Capitalized terms used and not defined
herein have the respective meanings ascribed to them in, or as pre-
scribed by, the Stockholders Agreement.
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This proxy shall be deemed to be a proxy coupled with an
interest and is irrevocable during the Voting Period and has been
granted pursuant to Section 2(b) of the Stockholders Agreement.
The undersigned authorizes such attorney and proxy to
substitute any other person to act hereunder (provided that any person
so substituted is an employee of GFI Industries), to revoke any
substitution and to file this proxy and any substitution or revocation
with the Secretary of Seller.
Dated: October 9, 1995
The Xxxxxxx Family Trust
of 1980
By:/s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx, Trustee
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EXHIBIT A
---------
IRREVOCABLE PROXY
-----------------
The undersigned hereby revokes any previous
proxies and appoints Xxxxxxxx Xxxxx and Xxxx Xxxxxx, and
each of them, with full power of substitution (provided that
any person so substituted is an employee of GFI Industries),
as attorney and proxy of the undersigned to attend any and
all meetings of stockholders of Hi-Shear Industries Inc., a
Delaware corporation ("Seller") (and any adjournments or
postponements thereof), to vote all shares of Common Stock,
$.10 par value, of Seller that the undersigned is then enti-
tled to vote, and to represent and otherwise to act for the
undersigned in the same manner and with the same effect as
if the undersigned were personally present, with respect to
all matters specified in Section 2(a) of the Stockholders
Agreement (the "Stockholders Agreement"), dated as of Octo-
ber 9, 1995, by and among Purchaser, the undersigned and the
other stockholders named therein. Capitalized terms used
and not defined herein have the respective meanings ascribed
to them in, or as prescribed by, the Stockholders Agreement.
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This proxy shall be deemed to be a proxy coupled
with an interest and is irrevocable during the Voting Period
and has been granted pursuant to Section 2(b) of the Stock-
holders Agreement.
The undersigned authorizes such attorney and proxy
to substitute any other person to act hereunder (provided
that any person so substituted is an employee of GFI Indus-
tries), to revoke any substitution and to file this proxy
and any substitution or revocation with the Secretary of
Seller.
Dated: October 9, 1995
Xxxxxxxxx X. Xxxxxxx
Revocable Trust
By:/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxxxx X. Xxxxxxx, Trustee
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EXHIBIT A
---------
IRREVOCABLE PROXY
-----------------
The undersigned hereby revokes any previous prox-
ies and appoints Xxxxxxxx Xxxxx and Xxxx Xxxxxx, and each of
them, with full power of substitution (provided that any
person so substituted is an employee of GFI Industries), as
attorney and proxy of the undersigned to attend any and all
meetings of stockholders of Hi-Shear Industries Inc., a
Delaware corporation ("Seller") (and any adjournments or
postponements thereof), to vote all shares of Common Stock,
$.10 par value, of Seller that the undersigned is then enti-
tled to vote, and to represent and otherwise to act for the
undersigned in the same manner and with the same effect as
if the undersigned were personally present, with respect to
all matters specified in Section 2(a) of the Stockholders
Agreement (the "Stockholders Agreement"), dated as of Octo-
ber 9, 1995, by and among Purchaser, the undersigned and the
other stockholders named therein. Capitalized terms used
and not defined herein have the respective meanings ascribed
to them in, or as prescribed by, the Stockholders Agreement.
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This proxy shall be deemed to be a proxy coupled
with an interest and is irrevocable during the Voting Period
and has been granted pursuant to Section 2(b) of the Stock-
holders Agreement.
The undersigned authorizes such attorney and proxy
to substitute any other person to act hereunder (provided
that any person so substituted is an employee of GFI Indus-
tries), to revoke any substitution and to file this proxy
and any substitution or revocation with the Secretary of
Seller.
Dated: October 9, 1995
The Xxxxx X. & Xxxxxxxxx
Xxxxxxx Foundation Inc.
By:/s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx, President
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EXHIBIT A
---------
IRREVOCABLE PROXY
-----------------
The undersigned hereby revokes any previous prox-
ies and appoints Xxxxxxxx Xxxxx and Xxxx Xxxxxx, and each of
them, with full power of substitution (provided that any
person so substituted is an employee of GFI Industries), as
attorney and proxy of the undersigned to attend any and all
meetings of stockholders of Hi-Shear Industries Inc., a
Delaware corporation ("Seller") (and any adjournments or
postponements thereof), to vote all shares of Common Stock,
$.10 par value, of Seller that the undersigned is then enti-
tled to vote, and to represent and otherwise to act for the
undersigned in the same manner and with the same effect as
if the undersigned were personally present, with respect to
all matters specified in Section 2(a) of the Stockholders
Agreement (the "Stockholders Agreement"), dated as of Octo-
ber 9, 1995, by and among Purchaser, the undersigned and the
other stockholders named therein. Capitalized terms used
and not defined herein have the respective meanings ascribed
to them in, or as prescribed by, the Stockholders Agreement.
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This proxy shall be deemed to be a proxy coupled
with an interest and is irrevocable during the Voting Period
and has been granted pursuant to Section 2(b) of the Stock-
holders Agreement.
The undersigned authorizes such attorney and proxy
to substitute any other person to act hereunder (provided
that any person so substituted is an employee of GFI Indus-
tries), to revoke any substitution and to file this proxy
and any substitution or revocation with the Secretary of
Seller.
Dated: October 9, 1995
Xxxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxx
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