VOTING
AGREEMENT
This Voting Agreement
(“ Agreement ”) is made and entered into as of
December 10, 2006, by and among Trimble Navigation Limited, a
California corporation (“ Acquirer ”),
Roadrunner Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Acquirer (“ Merger Sub
”), and the undersigned stockholder (the “
Stockholder ”) of @Road, Inc., a Delaware corporation
(the “ Company ”). Certain capitalized terms
used in this Agreement are defined in Section 6 hereof and certain
other capitalized terms used in this Agreement that are not defined
herein shall have the meaning given to such terms in the Merger
Agreement (as defined below).
RECITALS
WHEREAS
, Stockholder is
the holder of record and the “beneficial owner” (within
the meaning of Rule 13d-3 under the Securities Exchange Act of
1934) of certain common stock of the Company;
WHEREAS
, concurrently
with the execution and delivery of this Agreement, Acquirer, Merger
Sub and the Company are entering into an Agreement and Plan of
Merger (the “ Merger Agreement ”) which
provides, upon the terms and subject to the conditions set forth
therein, for the merger of Merger Sub with and into the Company
(the “ Merger ”); and
WHEREAS
, as a condition
and inducement to Acquirer’s willingness to enter into the
Merger Agreement, the Stockholder has agreed to execute and deliver
this Agreement.
AGREEMENT
NOW,
THEREFORE , the parties to this
Agreement, intending to be legally bound, agree as
follows:
1.
Agreement
to Vote Shares . Prior to the Termination
Date, at every meeting of the stockholders of the Company (or of
the holders of any class of stock of the Company's capital stock)
called with respect to any of the following, and at every
adjournment or postponement thereof, with respect to any of the
following, the Stockholder shall vote with respect to the Subject
Securities: (a) in favor of adoption of the Merger Agreement
and approval of the Merger and the other actions contemplated by
the Merger Agreement or would reasonably be expected to facilitate
the Merger Agreement, the Merger and the other actions and
transactions contemplated by the Merger Agreement, this Agreement
or the Proxy (the “ Merger Proposals ”),
(b) against any proposal for any Acquisition Transaction
between the Company and any Person other than Acquirer or Merger
Sub, and (c) against any other action, agreement or proposal that
could reasonably be expected to result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or the related transactions
or which could reasonably be expected to result in any of the
conditions to the consummation of the Merger under the Merger
Agreement not being fulfilled or which could reasonably be expected
to otherwise impede, interfere with, delay, postpone or materially
adversely affect the Merger or the other transactions contemplated
by the Merger Agreement.
2.
Irrevocable
Proxy . Concurrently with the
execution of this Agreement, the Stockholder agrees to deliver to
Acquirer a proxy in the form attached hereto as Exhibit A
(the “ Proxy ”), which is coupled with an
interest and shall be irrevocable to the fullest extent permitted
by law, with respect to the shares referred to therein, which Proxy
shall remain in effect until the Termination Date.
3.
Agreement
to Retain Shares .
(a)
Restriction on
Transfer . Except pursuant to the terms
of the Merger Agreement or otherwise provided in Section 3(c) of
this Agreement, during the period from the date of this Agreement
through the Termination Date, the Stockholder shall not, directly
or indirectly, cause or permit any Transfer of any of the Subject
Securities to be effected. Any Transfer of any Subject Securities
in violation of this Section 3 shall be void and have no force or
effect.
(b)
Restriction on Transfer of
Voting Rights. During the period from the
date of this Agreement through the Termination Date, the
Stockholder shall not: (a) grant any proxy or power of attorney,
deposit any of the Subject Securities into a voting trust or enter
into a voting agreement or similar arrangement with respect to the
Subject Securities except as provided in this Agreement; or (b)
take any other action that would make any representation or
warranty of the Stockholder contained herein untrue or incorrect or
have the effect of preventing or disabling the Stockholder from
performing its obligations under this Agreement or the Transaction
Documents.
(c)
Permitted
Transfers . Section 3(a) shall not
prohibit a Transfer of Company Capital Stock by the Stockholder
upon the death of the Stockholder; provided, however , that a Transfer
referred to in this sentence shall be permitted only if, as a
precondition to such Transfer, the transferee (i) agrees in a
writing, reasonably satisfactory in form and substance to Acquirer,
to be bound by the terms of this Agreement and refrain from any and
all Transfers of the Subject Securities, and (ii) delivers a Proxy
to Acquirer in substantially the form of Exhibit A . In
addition, Section 3(a) shall not prohibit a Transfer of Company
Capital Stock by the Stockholder pursuant to the terms of a trading
plan adopted pursuant to Rule 1065-1 under the Exchange Act in
effect prior to the date hereof.
4.
Representations, Warranties
and Covenants of Stockholder . The Stockholder hereby
represents and warrants to Acquirer as follows:
(a)
Due
Authorization, Etc . All consents, approvals,
authorizations, filings and orders necessary for the execution and
delivery by the Stockholder of this Agreement and the Proxy have
been obtained or made, and the Stockholder has legal capacity,
power and authority to enter into this Agreement and the Proxy.
This Agreement and the Proxy have been duly and validly executed
and delivered by the Stockholder and constitute valid and binding
agreements or instruments of the Stockholder enforceable in
accordance with their terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
now or hereafter in effect relating to creditors’ rights
generally and subject to general principles of equity.
(b)
No
Conflict . The execution and delivery
of this Agreement and the Proxy by the Stockholder do not, and the
performance of this Agreement and the Proxy by the Stockholder will
not conflict with, violate or result in a breach of or constitute
(with or without notice or the passage of time) a default (or give
rise to any third party right of termination, cancellation,
material modification or acceleration) under (i) the organizational
documents of the Stockholder, if any, (ii) any law, rule,
regulation, order, decree or judgment applicable to the
Stockholder, the Subject Securities held by the Stockholder or any
of the Stockholder's other properties or assets or (iii) any
contract, indenture, guarantee, lease, mortgage, license or other
agreement, instrument, obligation or undertaking of any kind to
which Stockholder is a party or by which the Stockholder or any of
its properties or assets are bound.
(c)
Title to
Securities . As of the date of this
Agreement: (a) the Stockholder holds of record the outstanding
Company Common Stock set forth under the heading “Stock Held
of Record” on the signature page hereof; (b) the Stockholder
holds the options and other rights to acquire shares of Company
Common Stock set forth under the heading “Options and Other
Rights” on the signature page hereof; (c) the Stockholder
Owns the additional securities of the Company set forth under the
heading “Additional Securities Beneficially Owned” on
the signature page hereof; and (d) the Stockholder does not
directly or indirectly Own any capital stock or other securities of
the Company, or any option, warrant or other right to acquire (by
purchase, conversion or otherwise) any capital stock or other
securities of the Company, other than the stock and options,
warrants and other rights set forth on the signature page hereof.
The Stockholder has voting power and power to issue instructions
with respect to the matters set forth herein, power of disposition,
power of conversion, power to demand appraisal rights and power to
agree to all of the matters set forth in this Agreement, in each
case with respect to all of the Subject Securities with no
limitations, qualifications or restrictions on such rights. Except
as permitted by this Agreement the Subject Securities are now and,
at all times during the term hereof, the Subject Securities will
be, held by the Stockholder or by a nominee or custodian for the
benefit of the Stockholder, free and clear of all mortgages,
claims, charges, liens, security interests, pledges or options,
proxies, voting trusts or agreements, understandings or
arrangements or any other rights whatsoever.
(d)
Community
Property. The Stockholder either (i) is
not, and will not be during the term of this Agreement, subject to
community property laws or (ii) has delivered a Community Property
Waiver in the form of Exhibit B hereto with respect to each
person who has or who may acquire community property rights in any
of the Subject Securities.
(e)
Reliance
by Acquirer. The Stockholder understands
and acknowledges that Acquirer is entering into the Merger
Agreement in reliance upon the Stockholder's execution and delivery
of this Agreement.
(f)
Stop
Transfer. The Stockholder hereby agrees
and covenants that it will not request that the Company register
the transfer of any certificate or uncertificated interest
representing any of the Subject Securities, unless such transfer is
made in compliance with this Agreement. In the event of a stock
dividend or distribution, or any change in the Common Stock by
reason of any stock dividend, split-up, recapitalization,
combination, exchange of stock or the like other than pursuant to
the Merger, the term “Subject Securities” will be
deemed to refer t
