1
EXHIBIT 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of
October 6, 1999 (the "AGREEMENT DATE") by and between Intuit Inc. a Delaware
corporation ("INTUIT") and __________________________________ ("SHAREHOLDER").
R E C I T A L S
A. Intuit, Merger Sub 1, Inc., a Michigan corporation and a wholly-
owned subsidiary of Intuit ("MERGER SUB 1"), Merger Sub 2, Inc., a Michigan
corporation and a wholly-owned subsidiary of Intuit ("MERGER SUB 2"), Rock
Financial Corporation, a Michigan corporation, ("COMPANY"), and Title Source,
Inc., a Michigan corporation ("TITLE") are entering into an Agreement and Plan
of Merger dated as of October 6, 1999, as such may be hereafter amended from
time to time (the "PLAN") which provides (subject to the conditions set forth
therein) for the merger of Merger Sub 1 with and into the Company (the "MERGER")
with the Company to survive the Merger. Upon the effectiveness of the Merger,
the outstanding shares of the Company's Common Stock will be converted into
shares of the Common Stock of Intuit and outstanding options to purchase shares
of the Company's Common Stock will be converted into options to purchase shares
of Intuit Common Stock, all as more particularly set forth in the Plan.
Capitalized terms used but not otherwise defined in this Agreement will have the
same meanings ascribed to such terms in the Plan.
B. As of the Agreement Date, Shareholder owns in the aggregate
(including shares held both beneficially and of record and other shares held
either beneficially or of record) the number of shares of the Company's Common
Stock set forth below Shareholder's name on the signature page of this Agreement
(all such shares, together with any shares of the Company's Common Stock or any
other shares of capital stock of the Company that may hereafter be acquired by
Shareholder, being collectively referred to herein as the "SUBJECT SHARES"). If,
between the Agreement Date and the Expiration Date (as defined herein), the
outstanding shares of the Company's Common Stock are changed into a different
number or class of shares by reason of any stock split, stock dividend, reverse
stock split, reclassification, recapitalization or other similar transaction,
then the shares constituting the Subject Shares shall be appropriately adjusted,
and shall include any shares or other securities of the Company issued on, or
with respect to, the Subject Shares in such a transaction.
C. As a condition to the willingness of Intuit and Merger Sub 1 to
enter into the Plan, Intuit and Merger Sub 1 have required that Shareholder
agree, and in order to induce Intuit and Merger Sub 1 to enter into the Plan,
Shareholder has agreed to enter into this Agreement.
The parties to this Agreement, intending to be legally bound by this
Agreement, hereby agree as follows:
2
1. TRANSFER OF SUBJECT SHARES
1.1 NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES.
(A) Except as expressly provided for in the Plan in connection
with the Merger, notwithstanding any other provision of this Agreement to the
contrary, Shareholder will not sell, transfer, exchange, pledge, distribute or
otherwise dispose of, or in any other way reduce Shareholder's risk of ownership
or investment in, or make any offer or agreement relating to any of the
foregoing with respect to, any of the Subject Shares or any rights, options or
warrants to purchase Subject Shares during the thirty (30) day period
immediately preceding the Effective Time; provided, however, that Shareholder's
obligations under this Section 1.1 shall expire immediately after the Expiration
Date (as defined below).
(B) As used in this Agreement, the term "EXPIRATION DATE" shall
mean the earlier of (i) the date upon which the Plan is validly terminated in
accordance with its terms or (ii) the Effective Time of the Merger.
1.2 TRANSFER OF VOTING RIGHTS. Shareholder covenants and agrees that,
prior to the Expiration Date, Shareholder will not deposit any of the Subject
Shares into a voting trust or grant a proxy or enter into an agreement of any
kind with respect to any of the Subject Shares, except for the Proxy called for
by Section 2.2 of this Agreement.
2. VOTING OF SUBJECT SHARES
2.1 AGREEMENT. Shareholder hereby agrees that, prior to the Expiration
Date, at any meeting of the shareholders of the Company, however called, and in
any action taken by the written consent of shareholders of the Company without a
meeting, unless otherwise directed in writing by Intuit, Shareholder shall vote
the Subject Shares:
(i) in favor of the Merger and the Plan, the execution and
delivery by the Company of the Plan and the adoption and approval of
the terms thereof and in favor of each of the other actions
contemplated by the Plan and any action required in furtherance hereof
and thereof; and
(ii) against any action or agreement that would result in a
breach of any representation, warranty, covenant or obligation of the
Company in the Plan or that would preclude fulfillment of a condition
precedent under the Plan to the Company's or Intuit's or Merger Sub 1's
obligation to consummate the Merger.
Prior to the Expiration Date, Shareholder shall not enter into any agreement or
understanding with any Person to vote or give instructions in any manner
inconsistent with clause "(i)" or "(ii)" of this Section 2.1.
The provisions of this Section 2.1 shall not be binding on any
transferee of any of the Shares to the extent that the transfer of such Shares
is consummated prior to the thirty (30) day period immediately preceding the
Effective Time.
2
3
2.2 PROXY. Contemporaneously with the execution of this Agreement,
Shareholder shall deliver to Intuit a proxy with respect to the Subject Shares
in the form attached hereto as Exhibit 1, which proxy shall be irrevocable to
the fullest extent permitted by law (the "PROXY").
3. APPRAISAL RIGHTS Shareholder hereby agrees not to exercise any rights of
appraisal and any dissenters' rights that Shareholder may have (whether under
applicable law or otherwise) or could potentially have or acquire in connection
with the Merger.
4. NO SOLICITATION OR ENCOURAGEMENT
Shareholder covenants and agrees that, during the period commencing on
the date of this Agreement and ending on the Expiration Date, Shareholder shall
not, directly or indirectly solicit, facilitate or encourage any offer from any
person or entity concerning the possible disposition of all or any portion of
the Company's business assets or capital stock by merger, sale of stock, sale of
assets or other means, or any Alternative Transaction in contravention of the
Plan.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder hereby represents and warrants to Intuit as follows:
5.1 DUE ORGANIZATION, AUTHORIZATION, ETC. Shareholder has all
requisite power and capacity to execute and deliver this Agreement and to
perform Shareholder's obligations hereunder. This Agreement has been duly
executed and delivered by Shareholder and assuming due execution and delivery
by Intuit, constitutes a legal, valid and binding obligation of Shareholder,
enforceable against Shareholder in accordance with its terms, subject to (i)
laws of general application relating to bankruptcy, insolvency and the rights of
creditors, and (ii) general principles of equity and rules of law governing
specific performance, injunctive relief and other equitable remedies.
5.2 NO CONFLICTS, REQUIRED FILINGS AND CONSENTS.
(A) The execution and delivery of this Agreement by Shareholder
do not, and the performance of this Agreement by Shareholder will not: (i)
conflict with or violate any order, decree or judgment applicable to Shareholder
or by which Shareholder or any of Shareholder's properties or Subject Shares is
bound or affected; or (ii) result in any breach of or constitute a default (with
notice or lapse of time, or both) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien, restriction, adverse claim, encumbrance or security
interest in or to any of the Subject Shares
3
4
pursuant to, any written, oral or other agreement, contract or legally binding
commitment to which Shareholder is a party or by which Shareholder or any of
Shareholder's properties (including but not limited to the
Subject Shares) is bound or affected.
(B) The execution and delivery of this Agreement by Shareholder
do not, and the performance of this Agreement by Shareholder will not, require
any consent under any written, oral or other agreement, contract or legally
binding commitment of any third party.
5.3 TITLE TO SUBJECT SHARES. As of the Agreement Date, Shareholder
owns of record and beneficially the Subject Shares set forth under Shareholder's
name on the signature page hereof and does not directly or indirectly own,
either beneficially or of record, any shares of capital stock of the Company,
other than the Subject Shares set forth below Shareholder's name on the
signature page hereof.
5.4 ACCURACY OF REPRESENTATIONS. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times through the Expiration
Date and will be accurate in all respects as of the date of the consummation of
the Merger as if made on that date.
6. COVENANTS OF SHAREHOLDER
6.1 FURTHER ASSURANCES. From time to time and without additional
consideration, Shareholder will execute and deliver, or cause to be executed and
delivered, such additional or further transfers, assignments, endorsements,
proxies, consents and other instruments, and perform such further acts, as
Intuit may reasonably request for the purpose of effectively carrying out and
furthering the intent of this Agreement and the Proxy.
6.2 LEGEND. Immediately after the execution of this Agreement,
Shareholder shall instruct the Company to cause each certificate of Shareholder
evidencing the Subject Shares to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHT TO VOTE THESE
SHARES ARE SUBJECT TO THE TERMS OF A VOTING AGREEMENT, DATED OCTOBER 6,
1999 (THE "VOTING AGREEMENT"), BETWEEN INTUIT INC. AND THE REGISTERED
HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE VOTED, SOLD,
EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THE VOTING AGREEMENT, AS IT MAY BE
AMENDED. A COPY OF THE VOTING AGREEMENT IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE ISSUER. SUCH AGREEMENT IS BINDING ON ALL
TRANSFEREES OF THESE SHARES.
4
5
7. MISCELLANEOUS
7.1 EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
7.2 GOVERNING LAW. The internal laws of the State of Michigan
(irrespective of its choice of law principles) will govern the validity of this
Agreement, the construction of its terms, and the interpretation and enforcement
of the rights and duties of the parties hereto.
7.3 ASSIGNMENT, BINDING EFFECT, THIRD PARTIES. Except as provided
herein, neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
party, except that Intuit may assign all or any of its rights hereunder to any
wholly-owned subsidiary of Intuit. Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of (i)
Shareholder and Shareholder's heirs, successors and assigns and (ii) Intuit and
its successors and assigns. Notwithstanding anything contained in this Agreement
to the contrary, nothing in this Agreement, expressed or implied, is intended to
confer on any person or entity other than the parties hereto or their respective
heirs, successors and assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
7.4 SEVERABILITY. If any provision of this Agreement, or the
application thereof, will for any reason and to any extent be invalid or
unenforceable, then the remainder of this Agreement and application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto.
7.5 COUNTERPARTS. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument.
7.6 AMENDMENT; WAIVER. This Agreement may be amended by the written
agreement of the parties hereto. No waiver by any party hereto of any condition
or of any breach of any provision of this Agreement will be effective unless
such waiver is set forth in a writing signed by such party. No waiver by any
party of any such condition or breach, in any one instance, will be deemed to be
a further or continuing waiver of any such condition or breach or a waiver of
any other condition or breach of any other provision contained herein.
7.7 NOTICES. All notices and other communications required or
permitted under this Agreement will be in writing and shall be deemed given (1)
when delivered personally, (2) on the date delivery is made if sent by
commercial delivery service, (3) five business days after being mailed by
certified or registered mail (postage pre-paid; return receipt requested), or
(4) on the date set via facsimile, telegraph or telex (receipt confirmed), to
the following addresses or facsimile numbers (or such other addresses or
facsimile numbers as any party may notify the other parties in accordance with
this Section):
5
6
if to Shareholder:
at the address set forth below Shareholder's signature on
the signature page hereto;
if to Intuit:
If sent by registered or certified mail, to:
Intuit Inc.
Attn: General Counsel
Xxxxx Xxxx.
X.X. Xxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Fax No. (000) 000-0000
If personally delivered or delivered by commercial
delivery service, to:
Intuit Inc.
Attn: General Counsel
Legal Dept.
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Fax No. (000) 000-0000
7.8 ENTIRE AGREEMENT. This Agreement and any documents delivered by
the parties in connection herewith constitute the entire agreement and
understanding between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings between the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon either party hereto unless made in writing
and signed by both parties hereto. The parties hereto waive trial by jury in any
action at law or suit in equity based upon, or arising out of, this Agreement or
the subject matter hereof.
7.9 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise breached.
It is accordingly agreed that, in addition to any other remedy to which Intuit
is entitled at law or in equity, Intuit shall be entitled to injunctive relief
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any California court or in any other court of competent
jurisdiction.
7.10 OTHER AGREEMENTS. Nothing in this Agreement shall limit any of
the rights or remedies of Intuit or any of the obligations of Shareholder under
any other agreement.
6
7
7.11 CONSTRUCTION. This Agreement has been negotiated by the respective
parties hereto and their attorneys and the language hereof will not be construed
for or against either party. Unless otherwise indicated herein, all references
in this Agreement to "Sections" refer to sections of this Agreement. The titles
and headings herein are for reference purposes only and will not in any manner
limit the construction of this Agreement which will be considered as a whole.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
7
8
IN WITNESS WHEREOF, Intuit and Shareholder have caused this Agreement to
be executed as of the Agreement Date first written above.
INTUIT INC. SHAREHOLDER
By: Name:
---------------------------- --------------------------------
(Please Print)
Name: By:
-------------------------- ----------------------------------
(Signature)
Title: Title:
------------------------- -------------------------------
Address:
----------------------------
Facsimile: ( )
--------------------
Number of Shares of Company Common
Stock owned by Shareholder as of the
Agreement Date:
----------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
9
EXHIBIT 1 TO VOTING AGREEMENT
IRREVOCABLE PROXY
The undersigned shareholder of Rock Financial Corporation, a Michigan
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints and constitutes Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxxx and/or
Intuit Inc., a Delaware corporation ("INTUIT"), and each of them, the attorneys
and proxies of the undersigned, with full power of substitution and
resubstitution, to the fullest extent of the undersigned's rights with respect
to (i) the shares of capital stock of the Company owned by the undersigned as of
the date of this proxy, which shares are specified on the final page of this
proxy and (ii) any and all other shares of capital stock of the Company which
the undersigned may acquire after the date hereof. (The shares of the capital
stock of the Company referred to in clauses (i) and (ii) of the immediately
preceding sentence are collectively referred to as the "SHARES.") Upon the
execution hereof, all prior proxies given by the undersigned with respect to any
of the Shares are hereby revoked, and no subsequent proxies will be given with
respect to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted
in connection with that certain Voting Agreement, dated as of the date hereof,
between Intuit and the undersigned (the "VOTING AGREEMENT"), and is granted in
consideration of Intuit entering into the Agreement and Plan of Merger, dated as
of October 6, 1999, among Intuit, Merger Sub 1, Inc., a Michigan corporation
that is a wholly owned subsidiary of Intuit ("MERGER SUB 1"), Merger Sub 2,
Inc., a Michigan corporation that is a wholly owned subsidiary of Intuit
("MERGER SUB 2"), Title Source, Inc., a Michigan corporation ("TITLE"), and the
Company (the "PLAN"). Capitalized terms used but not otherwise defined in this
proxy have the meanings ascribed to such terms in the Plan.
The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the Expiration Date
(as defined in the Voting Agreement) at any meeting of the shareholders of the
Company, however called, or in any action by written consent of shareholders of
the Company:
(i) in favor of the Merger and the Plan, the execution and
delivery by the Company of the Plan, the adoption and approval of the
terms thereof and in favor of each of the other actions contemplated by
the Plan, and any action required in furtherance hereof and thereof;
and
(ii) against any action or agreement that would result in a
breach of any representation, warranty, covenant or obligation of the
Company in the Plan or that would preclude fulfillment of a condition
precedent under the Plan to the Company's or Intuit's or Merger Sub 1's
obligation to consummate the Merger.
Prior to the Expiration Date (as such term is defined in the Voting
Agreement), at any meeting of the shareholders of the Company, however called,
and in any action by written
10
consent of shareholders of the Company without a meeting, the attorneys and
proxies named above may, in their sole discretion, elect to abstain from voting
on any matter covered by the foregoing subparagraphs (i) and (ii) above.
The undersigned shareholder may vote the Shares on all other matters.
This proxy shall be binding upon the heirs, successors and assigns of
the undersigned (including any transferee of any of the Shares) and any
obligation of the undersigned hereunder shall be binding upon the heirs,
successors and assigns of the undersigned (including any transferee of any of
the Shares) provided, however, that this proxy shall not be binding upon any
transferee of any of the Shares and the obligations of the undersigned hereunder
shall not be binding upon such transferee of any of the Shares to the extent
that the transfer of such Shares is consummated prior to the thirty (30) day
period immediately preceding the Effective Time.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
11
This proxy shall terminate upon the Expiration Date.
Dated: October , 1999
-----
Name:
--------------------------------
By:
----------------------------------
Title (If Applicable):
---------------
Number of Shares of Company Common
Stock Owned:
-------------------------
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
