REDEMPTION EXTENSION VOTING
AGREEMENT
THIS REDEMPTION EXTENSION VOTING AGREEMENT (this
“Agreement”), dated as of October __, 2005, is entered
into by and between Franklin Covey Co., a Utah corporation (the
“Company”), and Knowledge Capital Investment Group, a
Texas general partnership (“Shareholder”). Capitalized
terms used herein but not defined shall have the meaning assigned
to them in the Amended and Restated Shareholders Agreement between
the Company and Shareholder, dated March 8, 2005, and the Amended
and Restated Articles of Incorporation of the Company, dated March
4, 2005 (the “Amended Articles of
Incorporation”).
WHEREAS , Section 7(a) of the Amended Articles of
Incorporation of the Company provides that the Company may, unless
the Company and any holder or holders of Senior Preferred otherwise
agree, redeem shares of Senior Preferred only (i) during the time
period commencing on March 8, 2005 and
ending on March 8, 2006 (the “Initial
Redemption Period”), and (ii) after the fifth
anniversary of the expiration of the Initial Redemption Period (at
prices and in accordance with the terms and conditions stated in
Section 7); and
WHEREAS, Shareholder and the Company believe it is in the
best interests of all shareholders of the Company to amend Section
C.7(a) of the Articles by adopting the amendment attached hereto as
Exhibit B (the “Proposed Amendment”); and
WHEREAS, as of the date hereof, Shareholder owns
beneficially or of record or has the power to vote, or direct the
vote of, the number of shares of Series A Preferred of the
Company and the number of shares of Common Stock of the Company as
set forth opposite Shareholder’s name on Exhibit A
hereto (all such Common Stock and Series A Preferred and any shares
of Common Stock or Series A Preferred of which ownership of record
or beneficially or the power to vote is hereafter acquired by
Shareholder prior to the termination of this Agreement being
referred to herein as the “Shares”);
NOW , THEREFORE , in consideration
of the premises and of the mutual agreements and covenants set
forth herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1.
Transfer of Shares
. Shareholder shall not, during the
period commencing on the date hereof and terminating at the
conclusion of the next duly convened meeting of the Company’s
shareholders (the “Shareholder Meeting”), directly or
indirectly, (a) sell, pledge, encumber, assign, transfer or
otherwise dispose of any or all of Shareholder’s Shares or
any interest in such Shares (other than pursuant to a redemption by
the Company), (b) deposit any Shares or any interest in such
Shares into a voting trust or enter into a voting agreement or
arrangement with respect to any Shares or grant any proxy with
respect thereto (other than as contemplated herein) or
(c) enter into any contract, commitment, option or other
arrangement or undertaking with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or
other disposition of any Shares.
2.
Agreement to Vote
. During the period commencing on
the date hereof and terminating at the conclusion of the
Shareholder Meeting, Shareholder, solely in Shareholder’s
capacity as a shareholder of the Company, agrees to vote (or cause
to be voted) all of the Shares at any such meeting or any
adjournment thereof, and in any action by written consent of the
shareholders of the Company, (i) in favor of the adoption of
the Proposed Amendment, (ii) against any action that could
reasonably be expected to delay or compromise approval of the
Proposed Amendment, (iii) against any action or agreement that
could reasonably be expected to result in the Proposed Amendment
not being adopted, (iv) in favor of any other matter
reasonably relating to the adoption of the Proposed
Amendment.
3.
Entire Agreement;
Amendments . This
Agreement, the Amendment Agreement and the other agreements
referred to herein and therein constitute the entire agreement of
the parties and supersede all prior agreements and undertakings,
both written and oral, between the parties with respect to the
subject matter hereof. This Agreement may not be amended or
modified except in an instrument in writing signed by, or on behalf
of, the parties hereto.
4.
Assignment
. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns;
provided, however, that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this
Agreement by Shareholder without the prior written consent of the
Company shall be void.
5.
Fees and Expenses
. Except as otherwise provided
herein or in the Amendment Agreement, all costs and expenses
(including, without limitation, all fees and disbursements of
counsel, accountants, investment bankers, experts and consultants
to a party) incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.
6.
Notices . All notices, requests, claims, demands and
other communications hereunder must be in writing and will be given
or made (and will be deemed to have been duly given or made upon
receipt) by delivery in person, by courier services, by cable, by
fax, by telegram, by telex or
