STOCK VOTING AGREEMENT
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PARENT DIRECTORS STOCK
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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, Parent Sub, 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, $.01 par value per share of Parent
("Parent Common Stock") (such shares of Parent Common Stock owned
by Stockholder on the date hereof are herein referred to as the
"Existing Shares" and, together with any shares of Parent 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 Parent has approved this
Agreement and the transactions contemplated hereby; and
WHEREAS, the Company 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),
the Option Amendment (as defined in the Merger Agreement) and the
issuance of Parent Common Stock pursuant to the Merger at any
meeting or meetings of the stockholders of Parent, 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 Parent. At
the Company's request, the Stockholder will deliver to the
Company 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 the Company may reasonably request to
effectuate the foregoing.
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2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
Stockholder represents and warrants to the Company 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 the Company 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 the Company.
3. DELIVERY OF AFFILIATE LETTER. Stockholder shall
execute and deliver to the Company 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
Parent. 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 Parent.
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
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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,P.C.
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
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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
the Company agree that irreparable damage would occur
and that the Company 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 the Company shall be entitled
to an injunction or injunctions to prevent breaches by
Stockholder or Parent 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.
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.
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6.9 PARENT/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
Parent of its obligations hereunder and (ii) Parent
shall not be responsible for, and Parent's rights
hereunder shall not be affected by, the performance or
nonperformance by the Stockholder of its obligations
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the date and year first
above written.
VANSTAR, INC. INACOM CORP.
By: ________________________ By: _________________________
Name: Name:
Title: Title:
___________________________
Name:
Title:
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