STOCK VOTING AGREEMENT
COMPANY DIRECTORS STOCK
STOCK VOTING AGREEMENT (this "Agreement"), dated as of _________, 1998
by and between ________________ ("Stockholder") and InaCom Corp., a Delaware
corporation ("Parent") and Vanstar Corporation, a Delaware corporation (the
"Company").
WHEREAS, concurrently herewith, Parent, InaCom Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (the "Parent Sub"),
and the Company, are entering into an Agreement and Plan of Merger of even date
herewith (such Agreement in the form attached hereto as Exhibit "A" being the
"Merger Agreement"), pursuant to which the Parent Sub will merge with and into
the Company (the "Merger"); and
WHEREAS, Stockholder owns, as of the date hereof, ______ shares of
common stock, $.001 par value per share of the Company ("Company Common Stock")
(such shares of Company Common Stock owned by Stockholder on the date hereof are
herein referred to as the "Existing Shares" and, together with any shares of
Company Common Stock acquired by the Stockholder after the date hereof and prior
to the termination hereof, hereinafter collectively referred to as the
"Shares"); and
WHEREAS, the Board of Directors of the Company has approved this
Agreement and the transactions contemplated hereby; and
WHEREAS, Parent has entered into the Merger Agreement in reliance on
and in consideration of Stockholder's representations, warranties, covenants and
agreements hereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. Agreement to Vote. Stockholder hereby revokes any and all previous
proxies with respect to the Shares and irrevocably agrees to vote and otherwise
act (including pursuant to written consent) with respect to all of the Shares,
for the approval of the Certificate Amendment (as defined in the Merger
Agreement) and the Option Amendment (as defined in the Merger Agreement) at any
meeting or meetings of the stockholders of the Company, and at any adjournment,
postponement or continuation thereof, at which the Merger Agreement and other
related agreements (or any amended version or versions thereof), or such other
actions are submitted for the consideration and vote of the stockholders of the
Company. At Parent's request, the Stockholder will deliver to Parent an
irrevocable proxy (the "Irrevocable Proxy") only with respect to the matters
covered by this Section granting to the Company or its designee a proxy to vote
the Shares in accordance with the terms of this Section 1; provided, that such
proxy shall survive only until, and shall terminate upon, the earlier to occur
of the Effective Time (as defined in the Merger Agreement) or the termination of
the Merger Agreement. The obligations of the Stockholder under this Section 1
shall remain in effect with respect to the
Shares until, and shall terminate upon, the earlier to occur of the Effective
Time or the termination of the Merger Agreement. Stockholder hereby agrees to
execute such additional documents as Parent may reasonably request to effectuate
the foregoing.
2. Representations and Warranties of Stockholder. Stockholder
represents and warrants to Parent as follows:
2.1 Ownership of Shares. On the date hereof, the Existing Shares
are all of the Shares currently owned by Stockholder.
2.2 Authority; Binding Agreement. Stockholder has the full legal
right, power and authority to enter into and perform all of
its obligations under this Agreement. This Agreement has been
duly executed and delivered by Stockholder and constitutes a
legal, valid and binding agreement of Stockholder, enforceable
in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws, now or hereafter
in effect affecting creditors, rights and remedies generally
or general principles of equity. Neither the execution and
delivery of this Agreement nor the consummation by Stockholder
of the transactions contemplated hereby will (i) violate, or
require any consent, approval or notice under, any provision
of any judgment, order, decree, statute, law, rule or
regulation applicable to Stockholder or the Shares or (ii)
constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement,
understanding, arrangement or other restriction of any kind to
which Stockholder is a party or by which Stockholder is bound,
in each case the effect of which would adversely affect the
ability of Stockholder to perform its obligations hereunder.
2.3 Reliance on Agreement. Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement
in reliance upon Stockholder's execution and delivery of this
Agreement. Stockholder acknowledges that the agreement set
forth in Section 1 is granted in consideration for the
execution and delivery of the Merger Agreement by Parent.
3. Delivery of Affiliate Letter. Stockholder shall execute and
deliver to Parent an "affiliate letter" in the form attached
as an exhibit to the Merger Agreement as contemplated by the
Merger Agreement.
4. Termination. This Agreement shall terminate on the earlier of
(i) the Effective Time (as defined in the Merger Agreement) or
(ii) immediately after the termination of the Merger Agreement
in accordance with its terms.
5. Action in Stockholder Capacity Only. Stockholder makes no
agreement or
understanding herein as director or officer of the Company. The Stockholder
signs solely in its capacity as a recordholder and beneficial owner of the
Shares, and nothing herein shall limit or affect any actions taken in its
capacity as an officer or director of the Company.
6. Miscellaneous.
6.1 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and
shall be delivered personally or by next- day courier or
telecopied with confirmation of receipt, to the parties at the
addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon
receipt thereof). Any such notice shall be effective upon
receipt, if personally delivered or telecopied or one day
after delivery to a courier for next-day delivery.
If to Parent: InaCom Corp.
00000 Xxxxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
Fax No.: 000-000-0000
with a copy to: XxXxxxx, North, Xxxxxx & Xxxxx, X.X.
Xxx Xxxxxxx Xxxx Xxxxx
000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Fax No.: 000-000-0000
If to Stockholder: ____________________________________
____________________________________
____________________________________
with a copy to: XxXxxxx, North, Xxxxxx & Xxxxx, X.X.
Xxx Xxxxxxx Xxxx Xxxxx
000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Fax No.: 000-000-0000
If to the Company: Vanstar Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxx 000, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: General Counsel
Fax No.: 000-000-0000
with a copy to: Xxxxx & Xxxxxx, LLP
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxx
Fax No.: 000-000-0000
6.2 Entire Agreement. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement
and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them, with
respect to the subject matter contained herein.
6.3 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties
hereto.
6.4 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors, assigns and personal representatives, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the
prior written consent of the other parties.
6.5 Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with
the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.
6.6 Injunctive Relief; Jurisdiction. Stockholder and Parent agree
that irreparable damage would occur and that Parent would not
have any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is
accordingly agreed that Parent shall be entitled to an
injunction or injunctions to prevent breaches by Stockholder
or the Company of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the
United States located in the State of Delaware or in any
Delaware state court (collectively, the "Courts"), this being
in addition to any other remedy to which they are entitled at
law or in equity. In addition, each of the parties hereto (i)
irrevocably consents to the submission of such party to the
personal jurisdiction of the Courts in the event that any
dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party
will not attempt to deny or defeat such party to the personal
jurisdiction by motion or other request for leave from any of
the Courts and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts. Stockholder
hereby appoints, and shall give prompt notice of such
appointment to, the Xxxxxxxx-Xxxx Corporation System, Inc. as
its authorized agent (the "Authorized Agent") upon which
process may be served in any action based on this Agreement
which may be instituted in the Courts by Parent, and
Stockholder and the Company expressly accepts the jurisdiction
of any such Court in respect to such action. Such appointment
shall be irrevocable. Stockholder represents and warrants that
the Authorized Agent has agreed to act as said agent for
service of process, and Stockholder agrees to take any and all
action, including, without limitation, the filing of any and
all documents and instruments, which may be necessary to
continue such appointment in full force and effect. Service of
process upon the Authorized Agent and written notice of such
service to Stockholder shall be deemed, in every respect,
effective service of process upon Stockholder.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
document.
6.8 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
6.9 Company/Stockholder. Notwithstanding anything herein to the
contrary, (i) Stockholder shall not be responsible for, and
its rights hereunder shall not be affected by, the performance
or nonperformance by the Company of its obligations hereunder
and (ii) the Company shall not be responsible for, and the
Company's rights hereunder shall not be affected by, the
performance or nonperformance by the Stockholder of its
obligations hereunder.
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
VANSTAR CORPORATION INACOM CORP.
By: ____________________________ By: _______________________________
Name: Name:
Title: Title:
______________________________
Name:
Title:
