VOTING AGREEMENT
(this “Agreement”) dated as of April 4, 2007, is
by and among KOOSHAREM CORPORATION, a California corporation
(“ Parent ”), SELECT ACQUISITION, INC., a
Delaware corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”), and each Person (as defined in the
Merger Agreement (as defined below)) listed on the signature page
hereof as a stockholder (each, a “ Stockholder
,” and collectively, the “Stockholders”). For
purposes of this Agreement, capitalized terms used and not defined
herein shall have the respective meanings ascribed to them in the
Agreement and Plan of Merger, dated as of the date hereof (the
“ Merger Agreement ”), by and among Parent,
Merger Sub and Ablest Inc., a Delaware corporation (the “
Company ”).
A. Each
Stockholder “beneficially owns” (as such term is
defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) and is entitled to dispose of (or
to direct the disposition of) and to vote (or to direct the voting
of) the number of shares of common stock, par value $.05 per share,
of the Company (the “ Company Common Stock ”)
set forth opposite such stockholder’s name on
Schedule A hereto (such shares of Company Common Stock,
together with all other shares of capital stock of the Company
acquired and beneficially owned by any Stockholder after the date
hereof and during the term of this Agreement, being collectively
referred to herein as the “ Subject Shares
”).
B. Concurrently
with the execution and delivery of this Agreement, Parent Merger
Sub and the Company have entered into the Merger Agreement
providing for the merger of Merger Sub with and into the Company,
with the Company continuing as the surviving corporation in the
Merger (the “ Merger ”), all upon the terms and
subject to the conditions set forth therein.
C. As a
condition to entering into the Merger Agreement, Parent and Merger
Sub have required that the Stockholders enter into this Agreement,
and the Stockholders desire to enter into this Agreement to induce
Parent and Merger Sub to enter into the Merger
Agreement.
D. The Board
of Directors of the Company has taken all actions necessary and
within its authority such that no restrictive provision of any
“fair price,” “moratorium,” “control
share acquisition,” “business combination,”
“Stockholder protection,” “interested
stockholder” or other similar anti-takeover statute or
regulation, including, without limitation, Section 203 of the
General Corporation Law of the State of Delaware, or any
restrictive provision of the Certificate of Incorporation or
By-Laws of the Company is, or at the Effective Time will be,
applicable to the Company, Parent, Merger Sub, the Company Common
Stock, the Merger or any other transaction contemplated by this
Agreement or the Merger Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1.
Representations and Warranties of Each Stockholder
.
Each Stockholder,
severally (and not jointly), hereby represents and warrants to
Parent as follows:
(a)
Due Authorization and Organization . With respect to each
Stockholder that is not a natural person, such Stockholder is duly
organized, validly existing and in good standing under the laws of
its jurisdiction of incorporation or organization (as applicable)
and with respect to each Stockholder that is a natural person, such
Stockholder has the requisite capacity to enter into this
Agreement. Such Stockholder has all requisite legal power
(corporate or other) and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly authorized, executed and delivered by
such Stockholder and constitutes a valid and binding obligation of
such Stockholder enforceable in accordance with its terms subject
to (i) bankruptcy, insolvency, moratorium and other similar
laws now or hereafter in effect relating to or affecting
creditors’ rights generally, and (ii) general principles
of equity (regardless of whether considered in a proceeding at law
or in equity). Û
(b)
No Conflicts . (i) No filing by such Stockholder with
any Governmental Entity (other than an amended Schedule 13D),
and no authorization, consent or approval of any other Person is
necessary for the execution of this Agreement by such Stockholder
or the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and
delivery of this Agreement by such Stockholder, the consummation by
such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof
shall (A) conflict with or result in any breach of the
organizational documents of such Stockholder (if applicable),
(B) result in, or give rise to, a violation or breach of or a
default under (with or without notice or lapse of time, or both)
any of the terms of any material contract, trust agreement, loan or
credit agreement, note, bond, mortgage, indenture, lease, permit,
understanding, agreement or other instrument or obligation to which
such Stockholder is a party or by which such Stockholder or any of
its Subject Shares may be bound, or (C) violate any order,
writ, injunction, decree, judgment, statute, rule or regulation
applicable to such Stockholder, except for any of the foregoing as
would not reasonably be expected to prevent such Stockholder from
performing its obligations under this Agreement.
(c)
The Subject Shares . Schedule A sets forth
opposite such Stockholder’s name the number of Subject Shares
beneficially owned (as defined in Recital A above) by such
Stockholder as of the date hereof. Except as set forth on
Schedule A hereto, as of the date hereof, such Stockholder
has the sole power to vote (or cause to be voted) such Subject
Shares. Except as set forth on such Schedule A , such
Stockholder does not own or hold any right to acquire any
additional shares of any class of capital stock of the Company or
any voting rights with respect to any shares of any class of
capital stock of the Company. Such Stockholder has good and valid
title to the Subject Shares denoted as being owned by such
Stockholder on Schedule A , free and clear of any and
all pledges, mortgages, liens, charges, proxies, voting agreements,
encumbrances, adverse claims, options, security interests and
demands of any nature or kind whatsoever, other than those created
by this Agreement, as disclosed on Schedule A , or as
would not prevent such Stockholder from performing its obligations
under Section 3 of this Agreement.
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(d)
Reliance By Parent . Such Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement in
reliance upon such Stockholder’s execution and delivery of
this Agreement.
(e)
Litigation . Except as set forth on Schedule A ,
as of the date hereof, there is no action, proceeding or
investigation pending or, to such Stockholder’s knowledge,
threatened against such Stockholder that questions the validity of
this Agreement or any action taken or to be taken by such
Stockholder in connection with this Agreement.
2.
Representations and Warranties of Parent and Merger Sub
.
Parent and Merger
Sub, jointly and severally, hereby represent and warrant to each of
the Stockholders as follows:
(a)
Due Organization, etc. Parent and Merger Sub are each duly
organized, validly existing and in good standing under the laws of
their respective jurisdictions of incorporation. Parent and Merger
Sub have all requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized,
executed and delivered by Parent and Merger Sub and constitutes a
valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms subject to (i) bankruptcy, insolvency,
moratorium and other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally, and
(ii) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
(b)
Conflicts . (i) No filing by Parent or Merger Sub with
any Governmental Entity, and no authorization, consent or approval
of any other Person is necessary for the execution of this
Agreement by Parent or Merger Sub or the consummation by Parent or
Merger Sub of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by
Parent or Merger Sub, the consummation by Parent or Merger Sub of
the transactions contemplated hereby or compliance by Parent or
Merger Sub with any of the provisions hereof shall
(A) conflict with or result in any breach of the respective
Certificate of Incorporation or By-Laws of Parent or Merger Sub,
(B) result in, or give rise to, a violation or breach of or a
default under (with or without notice or lapse of time, or both)
any of the terms of any contract, loan or credit agreement, note,
bond, mortgage, indenture, lease, permit, understanding, agreement
or other instrument or obligation to which Parent or Merger Sub is
a party or by which Parent or Merger Sub or any of their respective
assets may be bound, or (C) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation
applicable to Parent or Merger Sub, except for any of the foregoing
as would not prevent Parent or Merger Sub from performing their
respective obligations under this Agreement.
3.
Covenants of Each Stockholder .
Until the
termination of this Agreement in accordance with Section 5,
each Stockholder, in its capacity as such, agrees as
follows:
(a)
At the Company Stockholders’ Meeting or at any adjournment,
postponement or continuation thereof or in any other circumstance
occurring prior to the
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Company
Stockholders’ Meeting upon which a stockholder vote or other
stockholder approval with respect to the Merger and the Merger
Agreement is sought, each Stockholder shall vote (or cause to be
voted) the Subject Shares beneficially owned (as defined in Recital
A above) by such Stockholder (i) in favor of the approval of
the Merger and the approval and adoption of the Merger Agreement;
and (ii) except with the written consent of Parent and Merger
Sub, against any Company Acquisition Proposal. Any such vote shall
be cast in accordance with such procedures relating thereto so as
to ensure that it is duly counted for purposes of determining that
a quorum is present and for purposes of recording the results of
such vote. Each Stockholder agrees not to enter into any agreement
or commitment with any Person the effect of which would be
inconsistent with or violative of the provisions and agreements
contained in this Section 3(a).
(b)
Each Stockholder agrees not to, directly or indirectly,
(i) sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of (collectively, a “ Transfer
”) or enter into any agreement, option or other arrangement
with respect to, or consent to a Transfer of, or reduce his, her or
its risk in a Constructive Sale (as defined below) with respect to,
any or all of the Subject Shares, other than in accordance with the
Merger Agreement, or (ii) grant any proxies (other than the
Company proxy card in connection with the Company
Stockholders’ Meeting if and to the extent such proxy is
consistent with such Stockholder’s obligations under Section
3(a) hereof), deposit any Subject Shares into any voting trust or
enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, with respect to any of the Subject Shares,
other than pursuant to this Agreement or in a manner consistent
with such Stockholder’s obligations under Section 3(a)
hereof. Such Stockholder further agrees not to commit or agree to
take any of the foregoing actions or take any action that would
reasonably be expected to have the effect of preventing, impeding,
interfering with or adversely affecting its ability to perform its
obligations under this Agreement. Notwithstanding the foregoing or
anything to the contrary set forth in this Agreement, each
Stockholder may Transfer any or all of the Subject Shares
(i) by will, or by operation of law, in which case this
Agreement shall bind the transferee, or (ii) in connection
with estate and charitable planning purposes, including Transfers
to relatives, trusts and charitable organizations or by
distribution to partners, members, stockholders or affiliates of
the Stockholder, so long as the transferee, prior to such Transfer,
executes a counterpart of this Agreement (with such modifications
as Parent may reasonably request solely to reflect such
transf
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