EXHIBIT 10.02
VOTING AGREEMENT
This Voting Agreement (this "Agreement") dated November 10, 1995 is made
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and entered into by Computer 2000, Inc., a Delaware corporation ("Comp 2000")
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for the benefit of certain principal shareholders ("Principal Shareholders") and
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the directors of Robec, Inc., a Pennsylvania corporation ("Robec").
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WITNESSETH
WHEREAS, Robec, AmeriQuest Technologies, Inc., a Delaware corporation
("AmeriQuest") and the Principal Shareholders are parties to an Amended and
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Restated Agreement and Plan of Reorganization effective as of August 11, 1994,
as amended (the "Merger Agreement");
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WHEREAS, on September 22, 1994, pursuant to the terms of the Merger
Agreement, the Principal. Shareholders exchanged certain shares of Robec common
stock held by them for shares of AmeriQuest common stock (the "Exchange");
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WHEREAS, pursuant to the terms of Section 1.01 of the Merger Agreement
additional shares of AmeriQuest common stock must be issued to the Principal
Shareholders in consideration of the Exchange;
WHEREAS, pursuant to the terms of an Exchange Agreement of even date
herewith (the "Exchange Agreement") by and among AmeriQuest and the Principal
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Shareholders, the Principal Shareholders have agreed to receive, in lieu of such
additional shares of AmeriQuest common stock, shares of AmeriQuest Series G
Preferred Stock (as defined in the Exchange Agreement);
WHEREAS, Comp 2000 is the principal stockholder of AmeriQuest and will
benefit from the execution of the Exchange Agreement by the Principal
Shareholders; and
WHEREAS, in order to induce the Principal Shareholders to enter into the
Exchange Agreement, Comp 2000 has agreed as set forth herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Comp 2000, intending to be legally
bound, hereby agree as follows:
1. Covenants of Comp 2000. Comp 2000 shall vote the shares of AmeriQuest
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capital stock owned by it and entitled to vote thereon in favor of (A)
increasing the authorized capital stock of AmeriQuest such that there is a
sufficient number of authorized shares of common stock to effect the conversion
or exercise of all currently outstanding shares of AmeriQuest preferred stock
and all currently outstanding rights, options, warrants or other securities
convertible or exercisable for shares of AmeriQuest common stock or convertible
preferred stock and (B) approving the conversion of the Series G Preferred Stock
in accordance
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with its terms. Comp 2000 agrees not to sell or transfer any shares of its
AmeriQuest capital stock unless the purchaser thereof makes the same
undertakings to the Principal Shareholders as are contained herein and agrees
not to take any other action that would prevent it from voting such shares in
accordance with the foregoing sentence.
2. Registration on Form S-3. Comp 2000 agrees to use its best efforts to
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cause the AmeriQuest stockholders to authorize such increase in the authorized
common stock of AmeriQuest and such conversion of the Series G Preferred Stock
and to cause a shelf registration on Form S-3 covering the resale by the
Principal Shareholders in the public market in brokers' transactions (as defined
in Rule 144 under the Securities Act of 1933, as amended), of the shares of
common stock of AmeriQuest that the Principal Shareholders receive upon
conversion of their shares of the Series G Preferred Stock of AmeriQuest (the
"Shelf Registration") to become effective as soon as practicable and to cause
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the Shelf Registration to remain effective until the earlier of (a) the second
anniversary of the issuance of the Series G Preferred Stock (except that, as
long as any Principal Shareholders holds shares of AmeriQuest common stock
issued upon conversion of the Series G Preferred Stock that constitute more than
1% of the number of shares of AmeriQuest common stock then outstanding, the
registration statement will remain effective until the third anniversary of the
issuance of the Series G Preferred Stock )or (b) none of the Principal
shareholders continues to hold any of the AmeriQuest common stock issued upon
such conversion .
3. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, but all of which together shall
constitute one and the same instrument.
4. Power and Authority. Comp 2000 represents and warrants that it has
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full power and authority to enter into this Agreement, and that this Agreement
constitutes its valid and binding obligations, enforceable against it in
accordance with the terms hereof.
5. Governing Law. This Agreement shall be interpreted and enforced in
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accordance with the laws of the Commonwealth of Pennsylvania without application
of the principle of conflicts of law.
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WHEREFORE, Comp 2000 has delivered this Agreement as of the date first set
forth above .
Attest: Computer 2000, Inc.
____________________ By: /s/ Xxxxx XxXxxxx
__________________________
Its: Chief Executive Officer
__________________________
Robec, Inc. and the Principal Shareholders acknowledge this Voting
Agreement.
ROBEC, INC.
Attest:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
____________________________ ___________________________________
Xxxxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxxx, Chairman, Chief
Executive Officer and President
PRINCIPAL SHAREHOLDERS
/s/ Xxxxxx X. Xxxxxxx
___________________________________
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
___________________________________
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxx, Xx.
___________________________________
Xxxxxxxxx X. Xxxxxx, Xx.
/s/ G. Xxxxxx XxXxxxxx
___________________________________
G. Xxxxxx XxXxxxxx
SIGNATURE PAGE TO VOTING AGREEMENT
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Computer 2000 AG, a limited liability company duly organized under the laws
of the Federal Republic of Germany, hereby agrees to cause its wholly-owned
subsidiary, Computer 2000, Inc., to perform the obligations that Computer 2000,
Inc. has under the foregoing Voting Agreement dated November 10, 1995.
Dated: November 11, 1995 Computer 2000 AG
By: /s/ Klaus Laufen
________________________________
Its: Chief Financial Officer
_______________________________
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