1
Exhibit (c)(2)
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
Xx. Xxxxxxx X. Xxxxxx
x/x XX Xxxxxxxxxx, Xxx.
Xxxx Xxxxxx Xxxxx, Xxxxx 0000
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter is to confirm our agreement regarding all of the 2,739
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of the
date hereof between the Company and Buyer (the "Merger Agreement"), you hereby
agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares, provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free and clear of all liens, claims, encumbrances and
security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
2
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company. In furtherance of your voting agreement in
this paragraph, you hereby revoke any and all previous proxies with respect to
any of the Shares and grant to Buyer and such individuals or corporations as
Buyer may designate an irrevocable proxy to vote all of the Shares owned by you
in accordance with this paragraph on any matters which may be presented to
shareholders of the Company with respect to any matters related to the
acquisition of the Company by Buyer or any other mergers, recapitalizations,
business combinations, sales of assets, liquidations or similar transactions
involving the Company, and any other matters which would be inconsistent with
Buyer's proposed acquisition of the Company. You hereby acknowledge that such
proxy is coupled with an interest and irrevocable. In addition, you hereby agree
to execute such additional documents as Buyer may reasonably request to
effectuate its voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after the termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would not have an adequate remedy at law for money damages in the event that
any of the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the
3
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 3
internal laws (and not the law of conflicts) of the State of New York. Each of
the parties shall pay its own expenses in connection with the execution and
performance of this letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
/s/ Xxxxxxx X. Xxxxxx
---------------------------
XXXXXXX X. XXXXXX
Service of Process Address:
---------------------------
---------------------------
---------------------------
---------------------------
4
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
Xxx. Xxxxxx Xxxxxxx
TechForce Corporation
0000 Xxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxx. Xxxxxxx:
This letter is to confirm our agreement regarding all of the 97,000
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of the
date hereof between the Company and Buyer (the "Merger Agreement"), you hereby
agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares , provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free and clear of all liens, claims, encumbrances and
security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
5
Xxx. Xxxxxx Xxxxxxx
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company. In furtherance of your voting agreement in
this paragraph, you hereby revoke any and all previous proxies with respect to
any of the Shares and grant to Buyer and such individuals or corporations as
Buyer may designate an irrevocable proxy to vote all of the Shares owned by you
in accordance with this paragraph on any matters which may be presented to
shareholders of the Company with respect to any matters related to the
acquisition of the Company by Buyer or any other mergers, recapitalizations,
business combinations, sales of assets, liquidations or similar transactions
involving the Company, and any other matters which would be inconsistent with
Buyer's proposed acquisition of the Company. You hereby acknowledge that such
proxy is coupled with an interest and irrevocable. In addition, you hereby agree
to execute such additional documents as Buyer may reasonably request to
effectuate its voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after the termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would not have an adequate remedy at law for money damages in the event that
any of the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the
6
Xxx. Xxxxxx Xxxxxxx
June 30, 1999
Page 3
internal laws (and not the law of conflicts) of the State of New York. Each of
the parties shall pay its own expenses in connection with the execution and
performance of this letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
/s/ Xxxxxx Xxxxxxx
-----------------------------
XXXXXX XXXXXXX
Service of Process Address:
TechForce Corporation
0000 Xxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
7
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
Xx. Xxxx X. Xxxxxxx
TechForce Corporation
0000 Xxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
This letter is to confirm our agreement regarding all of the 592,470
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of the
date hereof between the Company and Buyer (the "Merger Agreement"), you hereby
agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares, provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free and clear of all liens, claims, encumbrances and
security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
8
Xx. Xxxx X. Xxxxxxx
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company. In furtherance of your voting agreement in
this paragraph, you hereby revoke any and all previous proxies with respect to
any of the Shares and grant to Buyer and such individuals or corporations as
Buyer may designate an irrevocable proxy to vote all of the Shares owned by you
in accordance with this paragraph on any matters which may be presented to
shareholders of the Company with respect to any matters related to the
acquisition of the Company by Buyer or any other mergers, recapitalizations,
business combinations, sales of assets, liquidations or similar transactions
involving the Company, and any other matters which would be inconsistent with
Buyer's proposed acquisition of the Company. You hereby acknowledge that such
proxy is coupled with an interest and irrevocable. In addition, you hereby agree
to execute such additional documents as Buyer may reasonably request to
effectuate its voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after the termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would not have an adequate remedy at law for money damages in the event that
any of the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New York. Each of the parties shall
9
Xx. Xxxx X. Xxxxxxx
June 30, 1999
Page 3
pay its own expenses in connection with the execution and performance of this
letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S., INC.
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
/s/ Xxxx X. Xxxxxxx
--------------------------------
XXXX X. XXXXXXX
Service of Process Address:
TechForce Corporation
0000 Xxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
10
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
TA Venture Investors Limited Partnership
High Street Tower, Suite 2500
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Re: TA Venture Investors Limited Partnership (the "Stockholder")
Dear Xx. Xxxxxx:
This letter is to confirm our agreement regarding all of the 19,394
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by the Stockholder ("you"). In order to induce Equant Acquisition Corp.,
a subsidiary of Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V.
(together, "Buyer"), to enter into an Agreement and Plan of Merger, to be dated
as of the date hereof between the Company and Buyer (the "Merger Agreement"),
you hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares, provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free
11
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 2
and clear of all liens, claims, encumbrances and security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after the termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would not have an adequate remedy at law for money damages in the event that
any of the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New York. Each of the parties shall pay its own expenses in connection with the
execution and performance of this letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect
12
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 3
and shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S., INC.
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
TA VENTURE INVESTORS LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------------
Title:
------------------------------------
Service of Process Address:
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
13
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
TA Associates, Inc.
Xxxx Xxxxxx Xxxxx, Xxxxx 0000
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Re: TA Associates, Inc.,
TA Associates VII L.P.,
TA Associates VI L.P.,
TA Associates AAPII Partners, L.P.,
Advent VII L.P.,
Advent New York L.P.,
Advent Industrial II L.P., and
Advent Atlantic and Pacific II L.P., collectively the
"Stockholders"
Dear Xx. Xxxxxx:
This letter is to confirm our agreement regarding all of the 1,785,335
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by the Stockholders ("you"). In order to induce Equant Acquisition Corp.,
a subsidiary of Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V.
(together, "Buyer"), to enter into an Agreement and Plan of Merger, to be dated
as of the date hereof between the Company and Buyer (the "Merger Agreement"),
you hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares, provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
14
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 2
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free and clear of all liens, claims, encumbrances and
security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after the termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would
15
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 3
not have an adequate remedy at law for money damages in the event that any of
the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New York. Each of the parties shall pay its own expenses in connection with the
execution and performance of this letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
16
Xx. Xxxxxxx X. Xxxxxx
June 30, 1999
Page 4
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S., INC.
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
TA Associates, Inc.,
TA Associates VII L.P.,
TA Associates VI L.P.,
TA Associates AAPII Partners, L.P.,
Advent New York L.P.,
Advent Industrial II L.P., and
Advent Atlantic and Pacific L.P.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------------
Service of Process Address:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
17
EQUANT N.V.
00 XXXXXXX XXXXX
XXXXXXX, XX 00000
June 30, 1999
Xx. Xxxx X. Xxxxx
Matrix Partners
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter is to confirm our agreement regarding all of the 152,665
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of the
date hereof between the Company and Buyer (the "Merger Agreement"), you hereby
agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or an
affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"), you
will tender to Buyer or its affiliate, or cause to be tendered, all of the
Shares, provided, that this obligation is not effective if you receive a higher
offer for such Shares. If you withdraw your tender of Shares in the Tender
Offer, you shall immediately, but in any event prior to the expiration date of
the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares (except
in the Tender Offer or to Buyer) at any time prior to the date this letter
agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are the
sole owner of and have full right, power and authority to sell and vote the
Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you, in
accordance with its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated hereby will
constitute a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which you are a party or by which you or the Shares are bound; and (iii) Buyer
or its affiliate shall upon purchase of the Shares receive good and marketable
title to the Shares, free and clear of all liens, claims, encumbrances and
security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
18
Xx. Xxxx X. Xxxxx
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common shares
(and any other voting securities issued or exchanged with respect to such shares
upon any reclassification, recapitalization, reorganization, stock split, stock
dividend or other change in the capital structure of the Company)of the Company
which you may own, or have the power to vote, (i) in the manner directed by
Buyer with respect to any matters directly related to the acquisition of the
Company by Buyer and (ii) against any other mergers, recapitalizations, business
combinations, sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent with Buyer's
intended acquisition of the Company. In furtherance of your voting agreement in
this paragraph, you hereby revoke any and all previous proxies with respect to
any of the Shares and grant to Buyer and such individuals or corporations as
Buyer may designate an irrevocable proxy to vote all of the Shares owned by you
in accordance with this paragraph on any matters which may be presented to
shareholders of the Company with respect to any matters related to the
acquisition of the Company by Buyer or any other mergers, recapitalizations,
business combinations, sales of assets, liquidations or similar transactions
involving the Company, and any other matters which would be inconsistent with
Buyer's proposed acquisition of the Company. You hereby acknowledge that such
proxy is coupled with an interest and irrevocable. In addition, you hereby agree
to execute such additional documents as Buyer may reasonably request to
effectuate its voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally binding
commitments, enforceable in accordance with their terms. This letter agreement
and the Merger Agreement and any documents or instruments contemplated thereby
(i) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and (ii) supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any other
person or entity who is not a party hereto any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the Expiration
Date, or (iii) by either party after termination of the Merger Agreement.
Notwithstanding the foregoing, such right of termination shall not be available
to any party whose breach of any obligation hereunder has been the cause of or
resulted in the failure of the transactions contemplated hereunder to be
consummated. No such termination shall relieve any party from liability for any
breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably damaged
and would not have an adequate remedy at law for money damages in the event that
any of the covenants contained in this letter agreement were not performed in
accordance with its terms or otherwise were materially breached. You therefore
agree that Buyer may be entitled to temporary or permanent injunction or
injunctions to prevent breaches of such performance and to specific enforcement
of such covenants in addition to any other remedy to which it may be entitled,
at law or in equity. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New York. Each of the parties shall
19
Xx. Xxxx X. Xxxxx
June 30, 1999
Page 3
pay its own expenses in connection with the execution and performance of this
letter agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you by
Buyer as a result of any action or inaction by you arising hereunder, service of
process may be made upon you at the address set forth below your signature by a
duly authorized agent for serving process in the jurisdiction in which such
address is located.
Please indicate your agreement to the foregoing by signing this letter
agreement in the space provided below, whereupon a binding agreement will have
been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S, INC.
EQUANT ACQUISITION CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx-Xxxx Xxxxxxxx
-----------------------------
Title:
----------------------------
Acknowledged and agreed as of this 30th day of June, 1999:
/s/ Xxxx X. Xxxxx
-----------------------------------
XXXX X. XXXXX
Service of Process Address:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
