VOTING AND SUPPORT
AGREEMENT
This VOTING AND
SUPPORT AGREEMENT (this “ Agreement ”), dated as
of March 22, 2006, by and among MMC Precision Holdings Corp.,
a Delaware corporation (“ Parent ”), MMC
Precision Merger Corp., a Georgia corporation (“ Sub
”), and Mark W. Mealy, an individual (“
Shareholder ”).
WHEREAS,
concurrently with the execution of this Agreement, Morton
Industrial Group, Inc., a Georgia corporation (the “
Company ”), Parent and Sub are entering into an
Agreement and Plan of Merger of even date herewith (the “
Merger Agreement ”; capitalized terms used but not
defined in this Agreement have the meanings ascribed thereto in the
Merger Agreement);
WHEREAS, as of the
date hereof, Shareholder is the record and beneficial owner (either
individually or through Eastover Group LLC, a limited liability
company controlled by the Shareholder (“ Eastover
”)) of 1,198,584 shares of Class A common stock (“
Class A Common Stock ”), $0.01 par value, of the
Company (the shares of Class A Common Stock owned by
Shareholder are referred to herein as the “ Shareholder
Shares ”); and
WHEREAS, as a
condition to their willingness to enter into the Merger Agreement,
Parent and Sub have required that Shareholder enter into this
Agreement and, in order to induce Parent and Sub to enter into the
Merger Agreement, Shareholder is willing to enter into this
Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
1.
Agreements of Shareholder .
(a)
Voting . From the date hereof until any termination of this
Agreement in accordance with its terms, at any meeting of the
shareholders of the Company however called (or any action by
written consent in lieu of a meeting) or any adjournment thereof,
Shareholder shall vote, and shall cause Eastover to vote, all
Shareholder Shares (or cause them to be voted) or (as appropriate)
execute written consents in respect thereof, (i) in favor of
the adoption of the Merger Agreement and the approval of the
Transactions, (ii) against any action or agreement that would
result in a breach of any representation, warranty, covenant,
agreement or other obligation of the Company in the Merger
Agreement, (iii) against any Company Takeover Proposal and
(iv) against any agreement, amendment of the Company Charter or
Company Bylaws or other action that is intended or could reasonably
be expected to prevent, impede, interfere with, delay, postpone or
discourage the consummation of the Merger. Any such vote shall be
cast (or consent shall be given) by Shareholder in accordance with
such procedures relating thereto so as to ensure that it is duly
counted, including for purposes of determining that a quorum is
present and for purposes of recording the results of such vote (or
consent).
(b)
Restriction on Transfer; Proxies; Non-Interference; etc .
From the date hereof until any termination of this Agreement in
accordance with its terms, Shareholder shall not, and shall cause
Eastover not to, except as contemplated by that certain
Contribution Agreement, dated as of even date herewith, by and
among Shareholder, Parent, and the other shareholders of the
Company signatory thereto (the “ Contribution
Agreement ”), directly or indirectly (i) sell,
transfer (including by operation of law), give, pledge, encumber,
assign or otherwise dispose of (including, without limitation, any
Constructive Disposition (as hereinafter defined)), or enter into
any contract, option or other arrangement or understanding with
respect to the sale, transfer, gift, pledge, encumbrance,
assignment or other disposition of, any Shareholder Shares (or any
right, title or interest thereto or therein), (ii) deposit any
Shareholder Shares into a voting trust or grant any proxies or
enter into a voting agreement, power of attorney or voting trust
with respect to any Shareholder Shares, (iii) take any action
that would make any representation or warranty of Shareholder set
forth in this Agreement untrue or incorrect in any material respect
or have the effect of preventing, disabling or delaying Shareholder
from performing any of its obligations under this Agreement, or
(iv) agree (whether or not in writing) to take any of the
actions referred to in the foregoing clauses (i), (ii), or
(iii) of this Section 1(b) . As used herein, the
term “Constructive Disposition” means, with respect to
any Shareholder Shares, a short sale with respect to such security,
entering into or acquiring an offsetting derivative contract with
respect to such security, entering into or acquiring a futures or
forward contract to deliver such security or entering into any
other hedging or other derivative transaction that has the effect
of materially changing the economic benefits and risks of
ownership.
(c)
No Solicitation . Shareholder shall, and shall cause his
affiliates and his and his affiliates’ respective directors,
officers, employees, investment bankers, financial advisors,
attorneys, accountants, agents and other representatives
(collectively, “ Shareholder Representatives ”)
to, concurrently with the execution and delivery of this Agreement,
immediately cease any discussions or negotiations with any other
person regarding a Company Takeover Proposal. From the date hereof
until any termination of this Agreement in accordance with its
terms, Shareholder shall not, and shall cause the Shareholder
Representatives not to (i) directly or indirectly solicit, initiate
or encourage the submission of, any Company Takeover Proposal,
(ii) enter into any agreement with respect to any Company
Takeover Proposal, or (iii) directly or indirectly participate in
any discussions or negotiations regarding, or furnish to any person
any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Company
Takeover Proposal. In addition, Shareholder promptly shall advise
Parent orally and, within one business day, in writing if any
proposal, offer, inquiry or other contact is received by, any
information is requested from, or any discussions or negotiations
are sought to be initiated or continued with, Shareholder in
respect of any Company Takeover Proposal. Shareholder shall (i)
keep Parent fully informed of the status and details (including any
change to the terms thereof) of any such proposals, offers,
inquiries, or requests concerning any Company Takeover Proposal and
(ii) provide to Parent as soon as practicable after receipt or
delivery thereof with copies of all correspondence and other
written material sent or provided to Shareholder by any third party
in connection with any Company Takeover Proposal or sent or
provided by Shareholder to any third party in connection with any
Company Takeover Proposal.
2
(d)
Publication . Shareholder consents to the publishing and
disclosing in the Proxy Statement of Shareholder’s and
Eastover’s identity and ownership of Class A Common
Stock and the nature of Shareholder’s commitments,
arrangements and understandings under this Agreement. Shareholder
shall not issue any press release or make any other public
statement with respect to this Agreement, the Merger Agreement or
the Transactions without the prior written consent of Parent,
except as may be required by applicable Law.
2.
Representations and Warranties of Shareholder . Shareholder
hereby represents and warrants to Parent and Sub as
follows:
(a)
Authority . Shareholder has all necessary power and
authority to execute and deliver this Agreement and to perform his
obligations hereunder. Shareholder has all necessary power and
authority to cause Eastover to take all action or inaction
specified hereunder. This Agreement has been duly executed and
delivered by Shareholder and, assuming due and valid authorization,
execution and delivery hereof by Parent and Sub, constitutes a
valid and binding obligation of Shareholder, except to the extent
that the enforceability of such obligation may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability relating to
or affecting the enforcement of creditors’ rights and by the
effect of the principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at
law).
(b)
Consents and Approvals; No Violations . No consents or
approvals of, or filings, declarations or registrations with, any
Governmental Entity are necessary for the performance by
Shareholder of his obligations hereunder, other than such consents,
approvals, filings, declarations or registrations that, if not
obtained, made or given, would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay
the performance by Shareholder of any of his obligations under this
Agreement. Neither the execution and delivery of this Agreement by
Shareholder, nor the consummation by Shareholder of the
transactions contemplated hereby, nor compliance by Shareholder
with any of the terms or provisions hereof, will (x) violate
any law, judgment, writ or injunction of any Governmental Entity
applicable to Shareholder, Eastover or any of his or its properties
or assets, or (y) violate, conflict with, result in the loss
of any material benefit under, constitute a default (or an event
which, with notice or lapse of t
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