EXHIBIT 7
AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment") is
made as of November 1, 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, agreed to and acknowledged by the Company, and made the 18th
day of June, 1996 (the "Voting Agreement"):
Recital
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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
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NOW THEREFORE, the parties hereby agree to amend the Transaction
Agreements as follows:
1. Amendment to the Voting Agreement.
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(a) Section 1 of the Voting Agreement, "Provisions Concerning
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Company Common Stock, be and hereby is amended and restated in full as
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follows:
1. Provisions Concerning Company Common Stock.
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(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 there-
in); and (ii) except as otherwise agreed to in writing in
advance by Securicor, against any actions 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 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.
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(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.
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 SECURICOR COMMUNICATIONS LIMITED
CORPORATION
By: /s/ Xxxxx Xxxxxxx By /s/ X.X. Xxxxxxxxx
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Name: Xxxxx Xxxxxxx Name: X.X. Xxxxxxxxx
Title: Executive Vice Title: Director
President
XXXXXXXX CAPITAL LIMITED SECURICOR RADIOCOMS LIMITED
By: /s/ Xxxxx X'Xxxx By /s/ X.X. Xxxxxxxxx
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Name: Xxxxx X'Xxxx Name: X.X. Xxxxxxxxx
Title: Secretary Title: Director
MIDLAND INTERNATIONAL SECURICOR INTERNATIONAL LIMITED
CORPORATION
By: /s/ Xxxxx X'Xxxx By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx X'Xxxx Name: Xxxxx Xxxxxxxxx
Title: Secretary Title: Director
ROAMER ONE HOLDINGS, INC.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Chairman
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