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Exhibit
99.1
STOCKHOLDERS VOTING
AGREEMENT
THIS STOCKHOLDERS VOTING
AGREEMENT (this “ Agreement ”) is made and
entered into as of the day of
January, 2005, among Renaissance Learning, Inc., a Wisconsin
corporation (“ Parent ”), RLI Acquisition Corp.,
Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (“ Merger Sub ”), and the undersigned
stockholder (the “ Stockholder ”) of AlphaSmart,
Inc., a Delaware corporation (the “ Company
”).
WHEREAS, as of the date
hereof, Stockholder owns, or has the sole power to direct the
voting of, the number of Shares (as defined below) set forth
opposite such Stockholder’s name on Exhibit A
hereto;
WHEREAS, Parent, Merger Sub,
the Company and RLI Acquisition Sub, LLC, a Delaware limited
liability company and wholly owned subsidiary of Parent
(“LLC”), propose to enter into, simultaneously
herewith, an Agreement and Plan of Merger and Reorganization (the
“ Merger Agreement ”; terms used but not defined
in this Agreement shall have the meanings ascribed to them in the
Merger Agreement), providing for the merger of Merger Sub with and
into the Company (the “ Step One Merger ”) and
the merger of the Company, as the surviving corporation of the Step
One Merger, with and into LLC (the “ Step Two Merger
,” and together with the Step One Merger, the “
Mergers ”), with the LLC being the ultimate surviving
entity in the Mergers;
WHEREAS, Stockholder is
entering into this Agreement as a material inducement and
consideration to each of Parent and Merger Sub to enter into the
Merger Agreement; and
WHEREAS, concurrently with
the execution of this Agreement, certain other stockholders of the
Company are entering into similar stockholders voting
agreements.
NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and
agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, Stockholder hereby agrees as
follows:
1. Grant of Proxy/Voting
Agreement . Stockholder, by this Agreement, with respect to his
or its Shares, hereby grants an irrevocable proxy to Parent (and
agrees to execute such documents or certificates evidencing such
proxy as Parent may reasonably request) to vote, at any meeting of
the stockholders of the Company or in any action taken by the
stockholders of the Company without a meeting, all of such
Stockholder’s Shares (a) in favor of the approval and
adoption of the Merger Agreement and approval of the Mergers and
all other transactions contemplated by the Merger Agreement and
this Agreement, and (b) against any action, agreement or
transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Competing
Proposal) that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or that could result in any
of the conditions to the Company’s obligations under the
Merger Agreement not being fulfilled. Stockholder further agrees to
cause such Stockholder’s Shares to be voted in accordance
with the foregoing. This proxy is coupled with
an interest and, until the Expiration
Date (as defined below) is irrevocable. Upon the execution of this
Agreement by Stockholder, Stockholder hereby revokes any and all
other proxies (other than the proxy granted herein) given by such
Stockholder with respect to the subject matter hereof. Stockholder
acknowledges receipt and review of a copy of the Merger Agreement.
For purposes of this Agreement, “ Shares ” shall
mean all shares of common stock, par value $.0001 per share
(“ Company Common Stock ”), of the Company, as
set forth opposite such Stockholder’s name on Exhibit A, and
any and all other shares of Company Common Stock acquired by
Stockholder or over which Stockholder has sole voting power after
the date hereof and prior to the Effective Time.
2. Transfer of Shares
. Stockholder agrees that except for Permitted Transfers, he or it
shall not, directly or indirectly, during the period from the date
of this Agreement through the Expiration Date, (a) sell, assign,
transfer (including by operation of law), lien, pledge, dispose of
or otherwise encumber any of the Shares or otherwise agree to do
any of the foregoing except pursuant to the Merger Agreement or
pursuant to the transactions contemplated therein, (b) deposit any
Shares into a voting trust or enter into a voting agreement or
arrangement or grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement, (c) enter into
any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of
any Shares, or (d) take any action that would make any
representation or warranty of such Stockholder herein untrue or
incorrect in any material respect or have the effect of preventing
or disabling the Stockholder from performing his or its obligations
hereunder. Notwithstanding the foregoing, Stockholder may transfer
Shares held by him or it (i) as a bona fide gift or gifts,
provided that the donee or donees thereof agree to be
bound in writing by the terms and conditions of this Agreement and
there shall be no further transfer of such Shares except in
accordance with this Agreement, or (ii) to any trust, or limited
partnership, for the direct or indirect benefit of Stockholder or
the immediate family of Stockholder, provided that
the trustee of the trust, or the general partner of the limited
partnership, as applicable, agrees to be bound in writing by the
terms and conditions of this Agreement and there shall be no
further transfer of such Shares except in accordance with this
Agreement (each, a “ Permitted Transfer ”). For
purposes of this Agreement, “immediate family” shall
mean any relationship by blood, marriage or adoption, not more
remote than first cousin. In addition, notwithstanding the
foregoing, if a Stockholder is a corporation, partnership or other
entity (collectively referred to as an “Entity”), a
Permitted Transfer shall include a transfer of the Shares to any
(A) wholly-owned subsidiary of such Entity, (B) parent company of
such Entity, or (C) member, general partner or limited partner of
such Entity; provided , however , that in any such
case, it shall be a condition to the transfer that the transferee
execute an agreement stating that the transferee is receiving and
holding such Shares subject to the terms and conditions of this
Agreement and there shall be no further transfer of such Shares
except in accordance with this Agreement.
3. Information for Proxy
Statement; Disclosure . Stockholder represents and warrants to
Parent and Merger Sub that none of the information relating to such
Stockholder and his or its affiliates provided in writing directly
by such Stockholder or his or its affiliates for inclusion in the
Registration Statement in his, hers, or its capacity as a
stockholder of the Company, and the Proxy Statement/Prospectus
included therein, will, at the respective times the Registration
Statement is declared effective and the Proxy Statement/Prospectus
is first mailed to stockholders of the Company and at the time of
the Seller Stockholders’ Meeting contain any
2
untrue statement of material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Stockholder authorizes and agrees to permit the Company, Parent and
Merger Sub to publish and disclose in the Registration Statement,
the Proxy Statement/Prospectus, and related filings under the
securities laws such Stockholder’s identity and ownership of
Shares and the nature of his or its commitments, arrangements and
understandings under this Agreement and any other information
required by Form S-4.
4. Appraisal Rights .
Stockholder agrees not to exercise any rights of appraisal or any
dissenters’ rights that such Stockholder may have (whether
under applicable law or otherwise) or could potentially have or
acquire
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