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Exhibit 99.1
SUPPORT/VOTING AGREEMENT
October 10, 1996
Video Sentry Corporation
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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 SMC with and into KNOGO (the
"Merger").
The undersigned is a stockholder of KNOGO (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 VIDEO as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I annexed hereto sets forth the shares of the capital stock of KNOGO
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 KNOGO (by exercise of
stock options or otherwise) or any interest therein or any voting rights with
respect to any additional shares.
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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 KNOGO, 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 KNOGO, 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 KNOGO 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 KNOGO, as directed by the Board
of Directors of KNOGO 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 KNOGO acquired after the date
hereof), at the record date for any meeting of stockholders of KNOGO 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
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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:
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For: [Shareholder]
Confirmed as of the date
first above written.
Video Sentry Corporation
By:
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Name:
Title:
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