IRREVOCABLE PROXY
The undersigned hereby constitutes and appoints Ranger Industries,
Inc., a Connecticut corporation (the "Parent"), or any of its nominees, as agent
and irrevocable proxy with full power of substitution and resubstitution, for,
and in the name of the undersigned, to vote and act (by written consent or
otherwise), express consent or dissent, or otherwise to utilize such voting
power with respect to all of the shares of Bumgarner Enterprises, Inc., a
Florida corporation (the "Company") that undersigned owns and has the right to
vote (the "Shares"), at any meeting of the shareholders of or by written consent
in lieu of any meetings appear, in the same way that the undersigned might do
and with the same powers, with respect to the following matters, for the purpose
of enforcing the Agreement and Plan of Merger and Reorganization of even date
herewith (the "Merger Agreement"), the terms and conditions of which are
incorporated herein in full by reference, between Parent, BEI Acquisition
Corporation, a Florida corporation and a wholly-owned subsidiary of the Parent
(the "Merger Sub"), and the Company, providing for, among other things, the
making of a cash tender offer by Company for up to 4,225,000 shares of common
stock of Parent, and merger of the Company with Merger Sub:
(i) in favor of the merger pursuant to the Merger Agreement and the Merger
Agreement
(ii) against any proposal for action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation
or agreement of Company under the Merger Agreement, against any change in
the directors of Company, against any change in the present capitalization
of Company, against any amendment to Company's certificate of
incorporation or bylaws which in each case could reasonable be expected to
impede, interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of the
transactions being consummated; and
(iii) in favor of any other matter necessary for consummation of the
transactions contemplated by the Merger Agreement
The undersigned hereby revokes any and all previous proxies granted with
respect to the Shares.
The powers of Parent and proxy shall include (without limiting his general
powers hereunder) the power to receive and waive any notice of any meeting on
behalf of the undersigned.
The undersigned hereby ratifies and confirms all that Company or its
nominee shall do in the name, place and stead of the undersigned pursuant
hereto.
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For Shares as to which the undersigned is the beneficial but not the
record owner, the undersigned agrees to cause any record owner of those Shares
to grant to Parent an irrevocable proxy to the same effect.
This irrevocable proxy is granted herein to secure the performance of the
duties of the undersigned under the Merger Agreement and does not relieve the
undersigned of his obligations under the foregoing agreement.
This irrevocable proxy is irrevocable until the termination of the Merger
Agreement in accordance with its terms. The undersigned shall take further
actions or execute other instruments as may be necessary to effectuate the
intent of this Irrevocable Proxy.
[Signature Page Follows]
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy as its legally binding obligation this 29th day of December, 2000.
/s/ Charles Masters
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Charles Masters
Witnessed by:
/s/ Richard B. Masters
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[Signature Page to Irrevocable Proxy]
