Pentacon, Inc.
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February 23, 1998
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ADDRESS
ADDRESS
Re: Waiver of Termination Rights
Dear Sir:
The purpose of this letter ("Letter Agreement") is to express our
agreement regarding the possible option to terminate the Acquisition Agreement
dated December 1, 1997 by and between Pentacon, Inc., a Delaware corporation
(the "Company"), STOCKHOLDER ("Founding Stockholder") and others on the basis
that the Founding Stockholder might not receive a certain Minimum Consideration
or the failure of the Company to consummate the transactions contemplated in the
Acquisition Agreements by a date certain.
The Founding Stockholder hereby waives any right he or she may
have to terminate the Acquisition Agreement, as a result of the matters
specifically referred to in the immediately preceding paragraph unless the
Initial Public Offering Price of the Common Stock is less than $8.00 per share
or the transactions contemplated therein are not consummated and completed by
March 15, 1998 in which event the Founding Stockholder may have the right to
terminate the Acquisition Agreement in accordance with its terms.
Founding Stockholder further acknowledges that the Company, the
Underwriters, the other Founding Companies and their respective counsel will
continue to expend substantial additional funds and efforts towards the
completion of the Offering in reliance upon this Letter Agreement, the Waiver
Agreement of even date herewith by and between the Company and Founding
Stockholder as well as the Recontribution Agreement of even date herewith by and
between the Company and Founding Stockholder.
Please acknowledge your agreement with the foregoing by executing
this Letter Agreement, which may be signed in multiple counterparts, each of
which shall be an original but all of which together shall constitute one and
the same instrument.
The terms of this Letter Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (excluding any
conflicts of law, rule or principle that might refer same to the laws of another
jurisdiction). Capitalized terms used herein but not defined shall have the
meaning given to them in the Company's Registration Statement on Form S-1, as
amended (Registration No. 333-41383).
PENTACON, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and Chief Executive
Officer
HOU04:82600.1
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Agreed and Accepted
this _____ day of March, 1998
By: /s/ See Attached Schedule of Signatories
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STOCKHOLDER
HOU04:82600.1
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SCHEDULE OF SIGNATORIES
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Oak Ridge Trust
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The Don and ▇▇▇▇▇ List Children
Educational Trust For the Benefit of
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The Don and ▇▇▇▇▇ List Children
Educational Trust For the Benefit of
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The Don and ▇▇▇▇▇ List Children
Educational Trust For the Benefit of
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HOU04:82600.1
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