VOTING AGREEMENTVoting Agreement • April 16th, 2007 • Heist Charles H • Services-help supply services • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of April 4, 2007, is by and among KOOSHAREM CORPORATION, a California corporation (“Parent”), SELECT ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and each Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a stockholder (each, a “Stockholder,” and collectively, the “Stockholders”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and Ablest Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK PLAN AWARD AGREEMENTRestricted Stock Plan Award Agreement • April 16th, 2007 • Heist Charles H • Services-help supply services
In consideration of the mutual promises contained herein and for other good and valuable consideration, the parties agree as follows:
AACH, Inc. C/O Hill, Ward & Henderson 3700 Bank of America Plaza 101 East Kennedy Blvd. Tampa, FL 33601 Re: $15,500,000 Senior Secured Credit Facilities Ladies and Gentlemen:Heist Charles H • April 16th, 2007 • Services-help supply services
Manufacturers and Traders Trust Company (the “Bank”), a New York banking corporation, is pleased to offer AACH, Inc. a Delaware corporation (the “Parent Corporation”) the following financing: (a) a senior secured term loan in the principal amount of Eight Million Seven Hundred Thousand Dollars ($8,000,000.00) to be made to Ablest, Inc. a Delaware corporation (the “Borrower”) immediately following the Borrower’s merger (the “Merger”) with AIAC, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent Corporation (the “Merger Subsidiary”), as described in that certain Agreement and Plan of Merger proposed to be entered into by and among the Parent Corporation, the Merger Subsidiary and the Borrower (the “Merger Plan”); and (b) a senior secured revolving credit facility in a principal amount not to exceed Seven Million Five Hundred Thousand ($7,500,000.00) at any one time outstanding to be made available to the Borrower following the Merger, subject to the following terms
JOINT FILING AGREEMENTJoint Filing Agreement • April 16th, 2007 • Heist Charles H • Services-help supply services
This Joint Filing Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
The Burton Partnership, Limited Partnership The Burton Partnership (QP), Limited Partnership 614 W. Bay Street, Suite 200 Tampa, FL 33606 February 28, 2007Heist Charles H • April 16th, 2007 • Services-help supply services • Florida
This letter confirms our agreement regarding certain expenses incurred by AACH, Inc. (“AACH”) or any of us or our respective affiliates in connection with our current efforts to acquire all of the outstanding shares of common stock of Ablest Inc. (the “Potential Transaction”).
