1
EXHIBIT EE
----------
AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment") is made as
of November 18, 1996, by and among INTEK DIVERSIFIED CORPORATION, a Delaware
corporation (the "Company"), SECURICOR COMMUNICATIONS LIMITED, a corporation
formed under the laws of England and Wales ("Securicor"), SECURICOR RADIOCOMS
LIMITED, a corporation formed under the laws of England and Wales
("Radiocoms"), SECURICOR INTERNATIONAL LIMITED, a corporation formed under the
laws of England and Wales ("Securicor International"), XXXXXXXX CAPITAL
LIMITED, a corporation organized under the laws of Ontario ("Xxxxxxxx"),
MIDLAND INTERNATIONAL CORPORATION, a corporation organized under the laws of
Delaware ("MIC"), and ROAMER ONE HOLDINGS, INC., a corporation organized under
the laws of Delaware ("ROH"), and amends the Voting Agreement by and among
Securicor, Securicor Limited, Xxxxxxxx and Roamer and agreed to and
acknowledged by the Company, and made the 18th day of June, 1996 (the "Voting
Agreement"):
Recital
-------
Whereas, each of the parties hereto desires to amend the Voting
Agreement to provide that the shares of the Common Stock of the Company owned
by the parties to the Voting Agreement will be voted as directed by the actual
vote of shares not owned by such parties in connection with the transactions
contemplated in the Stock Purchase Agreement between the Company and Securicor
made the 18th day of June, 1996 (the "Stock Purchase Agreement").
Agreements
----------
NOW THEREFORE, the parties hereby agree to amend the Transaction
Agreements as follows:
1. Amendment to the Voting Agreement.
---------------------------------
(a) Section 1 of the Voting Agreement, "PROVISIONS CONCERNING COMPANY
COMMON STOCK, be and hereby is amended and restated in full as follows:
1. Provisions Concerning Company Common Stock.
------------------------------------------
(a) Each Stockholder hereby agrees that during
the period commencing on the date hereof and continuing until
the termination of the Stock Purchase Agreement in accordance
with its terms, at any meeting of the holders of Company
Common Stock, however called, or in connection with any
written consent of the holders of Company Common Stock, such
Stockholder shall vote (or cause to be voted) the Shares held
of record by such Stockholder on the date of such vote whether
heretofore owned or hereafter acquired, (i) against any action
or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other
obligation or agreement of the Company under the Stock
Purchase Agreement (after giving effect to any materiality or
similar qualifications contained therein); and (ii) except as
otherwise agreed to in writing in advance by Securicor,
against any actions
2
that are prohibited pursuant to Section 6.2 of the Stock
Purchase Agreement or that are intended, or could reasonably
be expected, to impede, interfere with, delay, postpone, or
materially, adversely affect the transactions contemplated by
this Agreement and the Stock Purchase Agreement.
(b) In addition, on or before November 30, 1996,
each Stockholder shall execute and deliver to the Company a
limited proxy (collectively, the "Proxies"), directing the
Company to vote all of the Shares held of record by such
Stockholder on the date of such vote, whether heretofore owned
or hereafter acquired, with respect to all votes relating to
the Stock Purchase Agreement, the transactions contemplated
therein and the amendment to the Company's Restated
Certificate of Incorporation required pursuant to section
7.1(f) of the Stock Purchase Agreement (each a "Directed
Voting Proposal"), in the manner determined as follows:
(i) The Company shall first count the vote of the
Common Stock held and actually voted at the
Stockholders' Meeting by stockholders of the
Company who are not parties to the Voting
Agreement, but excluding abstentions and
broker non-votes.
(ii) If a simple majority of the vote determined
pursuant to subparagraph (i) of this Section
1(b) is in favor of adoption of a Directed
Voting Proposal, the Company shall cast the
vote of all of the shares represented by the
Proxies in favor of such Directed Voting
Proposal.
(iii) If a simple majority of the vote determined
pursuant to subparagraph (i) of this Section
1(b) is against adoption of a Directed Voting
Proposal, the Company shall cast the vote of
all of the shares represented by the Proxies
against adoption of such Directed Voting
Proposal.
2. General Provisions.
(a) Except as specifically amended hereby, the Voting Agreement
shall continue in full force and effect.
(b) This Amendment and the Voting Agreement, as amended hereby,
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
(d) This Amendment may be executed in counterparts, each of which
shall be deemed an original but all of which taken together
shall constitute a single instrument.
(e) The headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect
the meaning or interpretation of this Amendment.
2
3
IN WITNESS WHEREOF, each of the parties hereto have caused
this Amendment to be duly executed as of the day and year first above written.
INTEK DIVERSIFIED CORPORATION SECURICOR COMMUNICATIONS LIMITED
By: /s/Xxxxx Xxxxxxx By: /s/Xxxxxxx X. Xxxxxxxxx
-------------------------- ---------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Exec. Vice Pres. Title: Director
XXXXXXXX CAPITAL LIMITED SECURICOR RADIOCOMS LIMITED
By: /s/Xxxxx X'Xxxx By: /s/Xxxxxxx X. Xxxxxxxxx
-------------------------- ---------------------------
Name: Xxxxx X'Xxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary Title: Director
MIDLAND INTERNATIONAL SECURICOR INTERNATIONAL LIMITED
CORPORATION
By: /s/Xxxxx X'Xxxx By: /s/Niger Xxxxxxxxx
-------------------------- ---------------------------
Name: Xxxxx X'Xxxx Name: Niger Xxxxxxxxx
Title: Title: Director
ROAMER ONE HOLDINGS, INC.
By: /s/X.X. Xxxxxx
---------------------------
Name: X.X. Xxxxxx
Title: President
3
