This
VOTING AGREEMENT (this “ Agreement ”), dated as
of November 1, 2006, is made by and among ABRY Mezzanine
Partners, L.P., ABACUS Fund Partners, LP, ABACUS Fund, Ltd.,
Sandler Capital Partners V Germany, L.P., Sandler Capital Partners
V FTE, L.P. and Sandler Capital Partners V, L.P. (each
individually, a “ Stockholder ” and,
collectively, the “ Stockholders ”), Prism
Business Media Holdings, Inc., a Delaware corporation (“
Parent ”) and Prism Acquisition Co., a Delaware
corporation (“ Merger Sub ”). Capitalized terms
used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Merger Agreement (as defined
below).
WHEREAS,
concurrently herewith, Merger Sub, Parent and Penton Media, Inc., a
Delaware corporation (the “ Company ”), are
entering into an Agreement and Plan of Merger, dated as of the date
hereof and attached hereto as Exhibit A (as in effect
on the date hereof, the “ Merger Agreement ”),
providing for the merger of Merger Sub with and into the Company,
with the Company as the surviving corporation (the “
Merger ”), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS,
as of the date hereof, the Stockholders beneficially own, or have,
individually or together, complete investment authority over, and
have, individually or together (or upon exercise or exchange of a
convertible security will have) the power to vote and dispose of
the number of shares of Series C Convertible Preferred Stock,
par value $0.01 per share, of the Company (the “
Series C Preferred Stock ”) and the number of
shares of Common Stock, par value $0.01 per share, of the Company
(the “ Common Stock ”) set forth opposite their
name on Schedule A attached hereto (collectively, the
“ Owned Shares ” and, together with any
securities issued or exchanged with respect to such shares of
Series C Preferred Stock and/or Common Stock upon any
recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up
or combination of the securities of the Company or any other change
in the Company’s capital structure or securities of which
such Stockholder acquires beneficial ownership after the date
hereof and prior to the termination hereof, whether by purchase,
acquisition or upon exercise of options, warrants, conversion of
other convertible securities or otherwise, collectively referred to
herein as, the “ Covered Shares ”);
and
WHEREAS,
as a condition to the willingness of Merger Sub and Parent to enter
into the Merger Agreement, each of Merger Sub and Parent has
required that the Stockholders agree, and in order to induce Merger
Sub and Parent to enter into the Merger Agreement, the Stockholders
have agreed, to enter into this Agreement with respect to
(a) the Covered Shares and (b) certain other matters as
set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending co be
legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I.
VOTING AGREEMENT
Section 1.1
Voting Agreement . Each Stockholder hereby agrees (severally
with respect to itself and not jointly) that during the Voting
Period (as defined below), at any meeting of the stockholders of
the Company, however called, or at any adjournment thereof or in
any other circumstances upon which a vote or other approval is
sought, such Stockholder shall (i) when a meeting is held,
appear at such meeting or otherwise cause the Covered Shares owned
by such Stockholder to be counted as present thereat for the
purpose of establishing a quorum, (ii) vote (or cause to be
voted) in person or by proxy the Covered Shares owned by such
Stockholder in favor of the Merger, the adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement
and (iii) vote (or cause to be voted) the Covered Shares owned
by such Stockholder against any extraordinary corporate transaction
(other than the Merger), such as a merger, consolidation, business
combination, tender or exchange offer, reorganization,
recapitalization, liquidation, sale or transfer of all or
substantially all of the assets or securities of the Company and
any of its subsidiaries (other than pursuant to the Merger) or any
other Acquisition Proposal. For the purposes of this Agreement,
“ Voting Period ” shall mean the period
commencing on the date hereof and ending immediately prior to any
termination of this Agreement pursuant to Section 5.1
hereof.
(a) EACH
STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE PRESIDENT
OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE
CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT,
EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S IRREVOCABLE
(UNTIL THE TERMINATION DATE (AS DEFINED BELOW)) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE
COVERED SHARES OWNED BY SUCH STOCKHOLDER IN ACCORDANCE WITH SECTION
1.1. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL
THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE
SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES
ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO
THE COVERED SHARES OWNED BY SUCH STOCKHOLDER.
(b) The
parties acknowledge and agree that neither Parent, nor
Parent’s successors, assigns, subsidiaries, divisions,
employees, officers, directors, shareholders, agents and
affiliates, shall owe any duty to, whether in law or otherwise, or
incur any liability of any kind whatsoever, including without
limitation, with respect to any and all claims, losses, demands,
causes of action, costs, expenses (including reasonable
attorney’s fees) and compensation of any kind or nature
whatsoever to the Stockholder in connection with, as a result of or
otherwise relating to any vote (or refrainment from voting) in
accordance with Section 1.1 by Parent of the Covered Shares
subject to the irrevocable proxy hereby granted to Parent at any
annual, special or other meeting or action or the execution of any
consent of the Stockholders of the Company. The parties acknowledge
that, pursuant to the authority hereby granted under the
irrevocable proxy, Parent may vote the Covered Shares pursuant to
Section 1.1 in furtherance of its own or Merger Sub’s
interests, and Parent is not acting as a fiduciary for the
Stockholder.
Except pursuant
to Section 5.1 of this Agreement, this irrevocable proxy shall
not be terminated by any act of the Stockholder or by operation of
law, or by the occurrence of any other event or events (including,
without limiting the foregoing, the termination of any trust or
estate for which the Stockholder is acting as a fiduciary or
fiduciaries or the dissolution or liquidation of any corporation or
partnership). If after the execution hereof any trust or estate
should be terminated, or if any corporation or partnership should
be dissolved or liquidated, or if any other such event or events
shall occur before the Termination Date, certificates representing
the Covered Shares shall be delivered by or on behalf of the
applicable Stockholder in accordance with the terms and conditions
of the Merger Agreement and this Agreement, and actions taken by
Parent hereunder shall be as valid as if such death, incapacity,
termination, dissolution, liquidation or other event or events had
not occurred, regardless of whether or not Parent has received
notice of such death, incapacity, termination, dissolution,
liquidation or other event.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER
SUB
Parent
and Merger Sub hereby represent and warrant, jointly and severally,
to each Stockholder as follows:
Section 2.1
Valid Existence . It is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware and has the requisite corporate power and authority to
carry on its business as it is now being conducted.
Section 2.2
Authority Relative to This Agreement . It has all necessary
corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly
and validly authorized, executed and delivered by it and, assuming
the due authorization, execution and delivery by the other parties
hereto, constitutes a legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors rights generally and by
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
Section 2.3
No Conflicts . Except for the applicable requirements of the
Securities Exchange Act of 1934, as amended (the “
Exchange Act ”), no filing with, and no permit,
authorization, consent or approval of, any Governmental Entity is
necessary on its part for the execution and delivery of this
Agreement and the consummation thereby of the transactions
contemplated hereby.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each
Stockholder hereby represents and warrants (severally with respect
to itself and not jointly) to Parent and Merger Sub as
follows:
Section 3.1
Authority Relative To This Agreement . Such Stockholder has
the capacity to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and, assuming the due
authorization, execution and delivery by Parent and Merger Sub and,
subject to any applicable provisions of state law, constitutes a
legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors rights
generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity
or at law).
Section 3.2
No Conflict .
(a) The
execution and delivery of this Agreement by such Stockholder do
not, and the performance of its obligations under this Agreement by
such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby will not, (i) conflict with
or violate any law, rule, regulation, order, judgment or decree
applicable to such Stockholder or (ii) result in any breach of
or constitute a default (or an event that with notice or lapse of
time or both would become a default) under any contract to which
such Stockholder is a party; except, in each case, for violations,
breaches or defaults that would not impair the ability of such
Stockholder to perform its obligations hereunder.
(b) The
execution and delivery of this Agreement by such Stockholder do
not, and the performance of its obligations under this Agreement
will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any court or arbitrator or
any governmental entity, agency or official except for applicable
requirements of the Exchange Act, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not impair the ability of
such Stockholder to perform its obligations hereunder.
Section 3.3
Ownership Of Shares . As of the date hereof, except as set
forth in Schedule B
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