Exhibit 10.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into this 19th
day of August, 2002, by and among The Bluebook International Holding Company, a
Delaware corporation (the "Company"), those certain existing holders of the
Company's Common Stock and Series B Convertible Preferred Stock listed on
Exhibit A hereto (the "Holders") and Cotelligent, Inc., a Delaware corporation
("Cotelligent").
WITNESSETH
WHEREAS, the Holders are the beneficial owners of shares of the Common
Stock and Series B Convertible Preferred Stock of the Company set forth opposite
their respective names on Exhibit A;
WHEREAS, the Company proposes to sell shares of its Series C Preferred
Stock (the "Series C Preferred"), to Cotelligent pursuant to the Series C
Convertible Redeemable Preferred Stock Purchase Agreement dated as of August 19,
2002 (the "Financing"); and
WHEREAS, in connection with the consummation of the Financing, the Holders
and Cotelligent have agreed to provide for the future voting of the Holders'
shares of the Company's capital stock as set forth below.
NOW, THEREFORE, in consideration of the promises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
1. Voting.
1.1 (a) During the term of this Agreement, the Holders each agree to vote
all shares of voting capital stock of the Company registered in their respective
names or beneficially owned by them as of the date hereof, and any and all other
securities of the Company legally or beneficially acquired by each of the
Holders after the date hereof, (hereinafter collectively referred to as the
"Holder Shares") subject to, and in accordance with, the provisions of this
Agreement.
1.2 From and after the date hereof and continuing until the expiration or
earlier termination of this Agreement, at each election of all of the directors
(or the first election of any portion thereof and each subsequent election for
such portion), each Holder shall vote all of such person's Holder Shares for the
election as a director of one representative of Cotelligent designated by
written notice from Cotelligent to each Holder (the "Cotelligent Director"). Any
vote taken to remove the Cotelligent Director elected pursuant to this Section
1.2, or to fill any
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vacancy created by the resignation or removal of the Cotelligent Director
elected pursuant to this Section 1.2, shall also be subject to the provisions of
this Section 1.2.
1.3 The Holders represent and warrant to Cotelligent that there are no
voting agreements, voting trusts, or any other agreements or understandings that
affect or relate to the voting or giving of written consents with respect to the
Holder Shares, other than this Agreement.
1.4 Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed, on all certificates representing the Holder
Shares the following restrictive legend (the "Legend"):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS
ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING
ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL
BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH
VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS."
1.5 The Company agrees that, during the term of this Agreement, it will not
remove, and will not permit to be removed (upon registration, transfer,
reissuance or otherwise), the Legend from any such certificate and will place or
cause to be placed the Legend on any new certificate issued to represent Holder
Shares theretofore represented by a certificate carrying the Legend.
1.6 The provisions of this Agreement shall be binding upon the successors
in interest to any of the Holder Shares. The Company shall not permit the
transfer of any of the Holder Shares on its books or issue a new certificate
representing any of the Holder Shares unless and until the person to whom such
security is to be transferred shall have executed a written agreement, pursuant
to which such person becomes a party to this Agreement or otherwise agrees to be
bound by all the provisions hereof as if such person were a Holder.
1.7 Except as provided by this Agreement, each Holder shall exercise the
full rights of a shareholder with respect to the Holder Shares.
1.8 The Company agrees to use its best efforts to ensure that the rights
granted hereunder are effective and that the parties hereto enjoy the benefits
thereof. Such actions include, without limitation, the use of the Company's best
efforts to cause the nomination and election of the director as provided above.
The Company will not, by any voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
of
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the provisions of this Agreement and in the taking of all such actions as may be
necessary, appropriate or reasonably requested by Cotelligent in order to
protect the rights of Cotelligent hereunder against impairment.
ARTICLE II
2. Termination.
2.1 The term of this Agreement shall continue in full force and effect from
the date hereof through the earliest of the following dates, on which it shall
terminate in its entirety:
(a) the date as of which the parties hereto terminate this Agreement
by the written consent of Cotelligent, the Company and holders of a
majority of the Holder Shares;
(b) the date Cotelligent owns less than twenty percent (20%) of the
"Conversion Shares" (as defined below) or one-third (1/3) of the Series C
Preferred; or
(c) the date Xxxxx Xxxxxxx is removed as the Chief Executive Officer
of Cotelligent after a hostile takeover of Cotelligent.
Upon termination of this Agreement, no party shall have any further obligation
hereunder. As used herein "Conversion Shares" shall mean the initial shares of
the Company's common stock received upon conversion of any of the Series C
Preferred.
ARTICLE III
3. Miscellaneous.
3.1 The parties hereto hereby declare that it is impossible to measure in
money the damages which will accrue to a party hereto or to his heirs, personal
representatives, or assigns by reason of a failure to perform any of the
obligations under this Agreement and agree that the terms of this Agreement
shall be specifically enforceable. If any party hereto or his heirs, personal
representatives, successors or assigns institutes any action or proceeding to
specifically enforce the provisions hereof, any person against whom such action
or proceeding is brought hereby waives the claim or defense therein that such
party or such personal representative has an adequate remedy at law, and such
person shall not offer in any such action or proceeding the claim or defense
that such remedy at law exists.
3.2 This Agreement, and the rights of the parties hereto, shall be governed
by and construed in accordance with the laws of the State of California.
3.3 This Agreement may be amended and any term hereof may be waived only by
an instrument in writing signed by the Company, holders of at least a majority
of the Holder Shares and Cotelligent.
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3.4 If any provision of this Agreement is held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
3.5 Cotelligent may not assign any rights hereunder, except to a
successor-in-interest by merger or sale of substantially all the assets or stock
of Cotelligent. Subject to the foregoing, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors, assigns, administrators, executors and other legal representatives.
3.6 This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall constitute one
and the same agreement.
3.7 No waivers of any breach of this Agreement extended by any party hereto
to any other party shall be construed as a waiver of any rights or remedies of
any other party hereto or with respect to any subsequent breach.
3.8 In the event that any suit or action is instituted to enforce any
provision in this Agreement, the prevailing party shall be entitled to all costs
and expenses of maintaining such suit or action, including reasonable attorneys'
fees.
3.9 This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject matter of this
Agreement, and supersedes and replaces in all respects any and all prior voting
agreements.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of the date first above written.
COMPANY: The Bluebook International Holding Company,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President
HOLDERS: /s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
INVESTORS: Cotelligent, Inc., a Delaware corporation
By: /s/ Xxxxxx X. Machiorlette
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Name: Xxxxxx X. Machiorlette
Its: Senior Vice President
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