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April 22, 1998
Xxxxx Communications Holdings
Limited Partnership
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
Ladies and Gentlemen:
The Board of Directors of Precision Systems, Inc., a Delaware corporation
(the "Company"), has approved, and concurrently herewith, Xxxxx Communications
Holdings Limited Partnership, a Nevada limited partnership ("Xxxxx
Communications"), Xxxxx Virtual Media Limited Partnership, a Nevada limited
partnership, Xxxxx World Wide Digital Transmission & Vaulting Limited
Partnership, a Nevada limited partnership, Xxxxx Productions Limited
Partnership, a Nevada limited partnership, and the Company are entering into a
Contribution and Share Exchange Agreement of even date herewith (the
"Contribution Agreement") (all capitalized terms used but not defined herein
shall have the meanings set forth in the Contribution Agreement) and the Company
and RMS Limited Partnership, a Nevada limited partnership ("RMS") are entering
into a Plan of Recapitalization (the "Recapitalization Plan") and a Real Estate
Transfer Agreement (the "Real Estate Agreement") of even date herewith. Each of
the undersigned owns, beneficially and of record, the number of shares (the
"Shares") of the common stock, par value $.01 per share, of the Company (the
"Company Stock"), set forth opposite the undersigned's name on Exhibit A hereto,
which are all the shares of the Company Stock so owned by such person.
The entering into of this letter agreement is a condition to the
willingness of Xxxxx to enter into the Contribution Agreement and to consummate
the transactions identified in such agreement and a condition to the willingness
of RMS to enter into the Recapitalization Plan and the Real Estate Agreement and
consummate the transactions identified therein (collectively, the
"Transactions").
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Each of the undersigned agrees that at any meeting of the stockholders of
the Company, however called, it shall (a) vote the Shares in favor of the
Transactions, to the extent that such holder's voting of such Shares is in
accordance with the stockholder approval requirement specified in the
Contribution Agreement; (b) vote the Shares in favor of an amendment to the
Certificate of Incorporation of the Company increasing the number of authorized
shares of common stock of the Company; and (c) vote the Shares against any
action or agreement (other than the Contribution Agreement or the transactions
contemplated thereby) that would impede, interfere with, delay, postpone or
attempt to discourage any of the Transactions, including, but not limited to:
(i) any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company; (ii) a sale or transfer of all
or substantially all of the assets of the Company and its subsidiaries or a
reorganization, recapitalization or liquidation of the Company and its
subsidiaries; (iii) any material change in the present capitalization or
dividend policy of the Company; or (iv) any other material change in the
Company's corporate structure or business.
This Agreement shall terminate on the first to occur of (i) the Closing
Date, (ii) the day after the termination of the Contribution Agreement in
accordance with its terms, and (iii) written notice of termination of this
Agreement by Xxxxx Communications to the undersigned. Each of the undersigned
represents and warrants that as of the date hereof, (i) it has due authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, (ii) it is the owner of record and beneficially owns the
Shares set forth opposite its name on Exhibit A, and such Shares constitute all
of the shares owned of record or beneficially by it; (iii) the undersigned has
sole voting power and sole power of disposition with respect to all of the
Shares, with no restrictions, on its rights of disposition pertaining thereto,
subject to applicable securities laws; (iv) the transactions contemplated by
this Agreement will not affect the voting rights of any of the Shares except as
provided in this Agreement; and (v) neither the execution and delivery of this
Agreement by it nor the consummation of the transactions contemplated hereby
will (x) require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority (except
filings under the Securities Exchange Act of 1934, as amended, or where the
failure to obtain such consent, approval, authorization or permit, or to make
such filing or notification, would not prevent or delay consummation of the
transactions contemplated by this Agreement or would not otherwise prevent the
undersigned from performing its obligations under this Agreement), (y) result in
a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
license, agreement or other instrument or
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obligation to which the undersigned is a party, except for such defaults (or
rights of termination cancellation or acceleration) as to which requisite
waivers or consents have been obtained or which would not adversely affect the
performance of the obligations of the undersigned hereunder or (z) violate any
order, writ, injunction or decree applicable to it.
Each of the undersigned further covenants and agrees, while this Agreement
is in effect, and except as contemplated hereby or by the Contribution
Agreement, not to (i) sell, transfer, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares; provided, that the
undersigned shall be permitted to pledge or grant a security interest in the
Shares, provided that any such pledge or grant of security interest shall
provide that the pledgee or secured party hereunder shall take any pledge or
interest subject to the pledgor's voting obligations hereunder; (ii) grant any
proxies, deposit the Shares into a voting trust or enter into a voting agreement
with respect to the Shares; or (iii) take any action that would make any
representation or warranty made by it herein untrue or incorrect in any material
respect or have the effect of preventing or disabling it from performing its
obligations under this letter agreement.
The undersigned agrees to promptly notify Xxxxx Communications of the
number of any new shares of Company Stock acquired by it (whether by purchase or
conversion or exercise of options, warrants or other securities convertible into
Company Stock), if any, after the date hereof. Any such Shares acquired shall
become additional Shares subject to the terms of this Agreement.
This Agreement (i) 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, among the parties or any
of them with respect to the subject matter hereof, and (ii) shall not be
assigned by operation of law or otherwise, provided that Xxxxx may assign any of
its rights and obligations to any affiliate of Xxxxx, but no such assignment
shall relieve Xxxxx of its obligations hereunder. This Agreement may not be
amended except by an instrument in writing signed on behalf of all the parties
affected by such amendment.
The parties hereto agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific
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terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
federal or state court located in the State of Delaware (as to which the parties
agree to submit to jurisdiction for the purposes of such action), this being in
addition to any other remedy to which they are entitled at law or in equity.
This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Delaware regardless of the laws that might
otherwise govern under principles of conflicts of laws applicable thereto. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect. Xxxxx Communications and the
undersigned acknowledge and agree that this Agreement is being entered into by
the undersigned solely in its capacity as a stockholder of the Company and that
none of the obligations contained herein is intended to, and such obligations do
not, limit, restrict or otherwise affect the obligations and duties of the
undersigned (or its affiliates or associates) in any capacity it may have as an
officer and/or director of the Company. The obligations of each undersigned are
several and not joint.
[Remainder Of This Page Intentionally Left Blank]
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.
ALTA INVESTISSEMENTS SA
By: /s/ Xxx X. Xxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxx
Title: Chairman
PRIMWEST HOLDINGS N.V.
By:
-------------------------------------
Name:
Title:
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: President, Managing Director
XXXXX COMMUNICATIONS HOLDINGS
LIMITED PARTNERSHIP
By: /s/ Xxx X. Xxxxx
---------------------------------------
Xxx X. Xxxxx
President, Holdings Investments, Inc.
General Partner of Xxxxx Communications
Holdings Limited Partnership
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Exhibit A
Company Share Ownership
No. of Shares
Name of Common Stock
Alta Investissements S.A.
Primwest Holdings N.V.
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April 22, 1998
Xxxxx Communications Holdings
Limited Partnership
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
Ladies and Gentlemen:
The Board of Directors of Precision Systems, Inc., a Delaware corporation
(the "Company"), has approved, and concurrently herewith, Xxxxx Communications
Holdings Limited Partnership, a Nevada limited partnership ("Xxxxx
Communications"), Xxxxx Virtual Media Limited Partnership, a Nevada limited
partnership, Xxxxx World Wide Digital Transmission & Vaulting Limited
Partnership, a Nevada limited partnership, Xxxxx Productions Limited
Partnership, a Nevada limited partnership, and the Company are entering into a
Contribution and Share Exchange Agreement of even date herewith (the
"Contribution Agreement") (all capitalized terms used but not defined herein
shall have the meanings set forth in the Contribution Agreement) and the Company
and RMS Limited Partnership, a Nevada limited partnership ("RMS") are entering
into a Plan of Recapitalization (the "Recapitalization Plan") and a Real Estate
Transfer Agreement (the "Real Estate Agreement") of even date herewith. Each of
the undersigned owns, beneficially and of record, the number of shares (the
"Shares") of the common stock, par value $.01 per share, of the Company (the
"Company Stock"), set forth opposite the undersigned's name on Exhibit A hereto,
which are all the shares of the Company Stock so owned by such person.
The entering into of this letter agreement is a condition to the
willingness of Xxxxx to enter into the Contribution Agreement and to consummate
the transactions identified in such agreement and a condition to the willingness
of RMS to enter into the Recapitalization Plan and the Real Estate Agreement and
consummate the transactions identified therein (collectively the
"Transactions").
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The undersigned agrees that at any meeting of the stockholders of the
Company, however called, it shall (a) vote the Shares in favor of the
Transactions, to the extent that such holder's voting of such Shares is in
accordance with the stockholder approval requirement specified in the
Contribution Agreement; (b) vote the Shares in favor of an amendment to the
Certificate of Incorporation of the Company increasing the number of authorized
shares of common stock of the Company; and (c) vote the Shares against any
action or agreement (other than the Contribution Agreement or the transactions
contemplated thereby) that would impede, interfere with, delay, postpone or
attempt to discourage any of the Transactions, including, but not limited to:
(i) any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company; (ii) a sale or transfer of all
or substantially all of the assets of the Company and its subsidiaries or a
reorganization, recapitalization or liquidation of the Company and its
subsidiaries; (iii) any material change in the present capitalization or
dividend policy of the Company; or (iv) any other material change in the
Company's corporate structure or business.
This Agreement shall terminate on the first to occur of (i) the Closing
Date, (ii) the day after the termination of the Contribution Agreement in
accordance with its terms, and (iii) written notice of termination of this
Agreement by Xxxxx Communications to the undersigned. The undersigned represents
and warrants that as of the date hereof, (i) it has due authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
(ii) it is the owner of record and beneficially owns the Shares set forth
opposite its name on Exhibit A, and such Shares constitute all of the shares
owned of record or beneficially by it; (iii) the undersigned has sole voting
power and sole power of disposition with respect to all of the Shares, with no
restrictions, on its rights of disposition pertaining thereto, subject to
applicable securities laws; (iv) the transactions contemplated by this Agreement
will not affect the voting rights of any of the Shares except as provided in
this Agreement; and (v) neither the execution and delivery of this Agreement by
it nor the consummation of the transactions contemplated hereby will (x) require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority (except filings under
the Securities Exchange Act of 1934, as amended, or where the failure to obtain
such consent, approval, authorization or permit, or to make such filing or
notification, would not prevent or delay consummation of the transactions
contemplated by this Agreement or would not otherwise prevent the undersigned
from performing its obligations under this Agreement), (y) result in a default
(or give rise to any right of termination, cancellation or acceleration) under
any of the terms, conditions or provisions of any note, license, agreement or
other instrument or
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obligation to which the undersigned is a party, except for such defaults (or
rights of termination cancellation or acceleration) as to which requisite
waivers or consents have been obtained or which would not adversely affect the
performance of the obligations of the undersigned hereunder or (z) violate any
order, writ, injunction, decree or statute applicable to it.
The undersigned further covenants and agrees, while this Agreement is in
effect, and except as contemplated hereby or by the Contribution Agreement, not
to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, encumbrance, assignment or other
disposition of, any of the Shares; provided, that the undersigned shall be
permitted to pledge or grant a security interest in the Shares, provided that
any such pledge or grant of security interest shall provide that the pledgee or
secured party hereunder shall take any pledge or interest subject to the
pledgor's voting obligations hereunder; (ii) grant any proxies, deposit the
Shares into a voting trust or enter into a voting agreement with respect to the
Shares; or (iii) take any action that would make any representation or warranty
made by it herein untrue or incorrect in any material respect or have the effect
of preventing or disabling it from performing its obligations under this letter
agreement.
The undersigned agrees to promptly notify Xxxxx Communications of the
number of any new shares of Company Stock acquired by it (whether by purchase or
conversion or exercise of options, warrants or other securities convertible into
Company Stock), if any, after the date hereof. Any such Shares acquired shall
become additional Shares subject to the terms of this Agreement.
This Agreement (i) 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, among the parties or any
of them with respect to the subject matter hereof, and (ii) shall not be
assigned by operation of law or otherwise, provided that Xxxxx may assign any of
its rights and obligations to any affiliate of Xxxxx, but no such assignment
shall relieve Xxxxx of its obligations hereunder. This Agreement may not be
amended except by an instrument in writing signed on behalf of all the parties
affected by such amendment.
The parties hereto agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific
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terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
federal or state court located in the State of Delaware (as to which the parties
agree to submit to jurisdiction for the purposes of such action), this being in
addition to any other remedy to which they are entitled at law or in equity.
This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Delaware regardless of the laws that might
otherwise govern under principles of conflicts of laws applicable thereto. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect. Xxxxx Communications and the
undersigned acknowledge and agree that this Agreement is being entered into by
the undersigned solely in its capacity as a stockholder of the Company and that
none of the obligations contained herein is intended to, and such obligations do
not, limit, restrict or otherwise affect the obligations and duties of the
undersigned (or its affiliates or associates) in any capacity it may have as an
officer and/or director of the Company. The obligations of each undersigned are
several and not joint.
[Remainder Of This Page Intentionally Left Blank]
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.
VULCAN VENTURES INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXX COMMUNICATIONS HOLDINGS
LIMITED PARTNERSHIP
By: /s/ Xxx X. Xxxxx
---------------------------------------
Xxx X. Xxxxx
President, Holdings Investments, Inc.
General Partner of Xxxxx Communications
Holdings Limited Partnership
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Exhibit A
Company Share Ownership
No. of Shares
Name of Common Stock
Vulcan Ventures Incorporated
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