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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.
Page 1
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.
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(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
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