Exhibit 99.6
AGREEMENT TO TERMS
This AGREEMENT is made and entered into as of this ____ day of April,
2001 by and among Venturian Holdings, LLC, a Delaware limited liability company
(the "COMPANY"), and the undersigned individuals, all of whom are shareholders
of Venturian Corp., a Minnesota corporation ("VENTURIAN").
WHEREAS, the undersigned shareholders (the "SHAREHOLDERS") of Venturian
have entered into, or propose to enter into, Voting Agreements with JATA LLC, a
New York limited liability company ("JATA"), and have agreed, or propose to
agree, to vote in favor of the sale of Napco International, Inc., a subsidiary
of Venturian, to JATA and in favor of the merger of Venturian with and into the
Company;
WHEREAS, pursuant to the proposed Agreement and Plan of Merger by and
between the Company and Venturian (the "MERGER AGREEMENT"), the Shareholders
will receive Units in the Company in exchange for their shares of Venturian
common stock, par value $.01 per share, in connection with the merger of
Venturian with and into the Company (the "MERGER");
WHEREAS, the Company desires that the Shareholders vote for the Merger
Agreement, and that the Shareholders execute a Limited Liability Company
Agreement ("LLC AGREEMENT") prior to the effective date of the effective date of
the Merger and prior to being admitted as members of the Company;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Shareholders and the Company hereby agree as follows:
1. Each Shareholder acknowledges and agrees that under the terms of the
Merger Agreement, Shareholder will receive Units in the Company in the Merger in
exchange for Shareholder's Venturian common stock.
2. Each Shareholder agrees to execute an LLC Agreement, substantially
on the terms set forth in the attached Exhibit A, prior to the effective date of
the Merger and as a condition to receiving Units in the Company and being
admitted as a member of the Company.
3. Each Shareholder shall comply with the terms and conditions of the
Voting Agreement by and between the Shareholder and JATA.
4. This 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 Agreement shall be governed by the laws of the state of
Minnesota, without regard to conflict of laws provisions.
6. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
Terms as of the date first set forth above.
VENTURIAN HOLDINGS, LLC
By:
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Its:
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XXXX TRUST
UNDER THE WILL OF XXX X. XXXXXXXXX
By:
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Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx
Its Trustee
XXXXX TRUST
UNDER THE WILL OF XXX X. XXXXXXXXX
By:
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Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
Its Trustee
MARITAL TRUST
UNDER THE WILL OF XXX X. XXXXXXXXX
By:
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Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
Its Trustee
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Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx
QUARTERDECK EQUITY PARTNERS
By:
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Xxx Xxxxxx Xxx Xxxxxx
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Xxxx Xxxxxxxxx Xxxxx Xxxxx
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Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx, as Custodian
for Xxx Xxxxxxxxx
XXXXXXXX X. XXXXXXXXX
IRREVOCABLE TRUST #2
By:
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Xxxxx Xxxxxxxxx
Its Trustee
