SHAREHOLDER AGREEMENT
This Agreement is made and entered into as of January 15, 1998 among H.
Xxxxx Xxxxxx ("Xx. Xxxxxx"), individually and together with Xxx X. Xxxxxx, his
spouse, as Trustees (the "Xxxxxx Trustees") of the Xxxxxx Trust (the "Xxxxxx
Trust") dated November 5, 1993, Xxx X. Xxxxxxx ("Xx. Xxxxxxx") individually and
as Trustee (the "Xxxxxxx Trustee") of the Xxxxxxx Trust (the "Xxxxxxx Trust")
dated November 12, 1992, Xx. Xxxxx X. Xxxxxxx ("Xx. Xxxxxxx") individually and
together with Xxxxx X. Xxxxxxx, his spouse, as Trustees (the "Xxxxxxx Trustees")
of the Xxxxxxx Trust (the "Xxxxxxx Trust") dated February 7, 1994,
(Messrs. Xxxxxx, Xxxxxxx and Xxxxxxx, and the Xxxxxx Trust, the Xxxxxxx Trust
and the Xxxxxxx Trust hereinafter are collectively referred to as the
"Shareholders").
Reference is hereby made to the Agreement and Plan of Reorganization dated
as of November 21, 1997 (the "Agreement") by and among Minnesota
Western/Creative Office Products, a California corporation ("MW"), Miami
Computer Supply Corporation, an Ohio corporation ("MCSC") and MCSC California
Acquisition Corporation, a California corporation ("MCAC"), pursuant to which MW
has been merged with and into MCAC (the "Reorganization"), with MCAC being the
surviving corporation, and the Shareholders have received in exchange for their
shares of MW certain stock of MCSC and cash.
R E C I T A L S
WHEREAS, pursuant to the Agreement, each Shareholder presently owns and/or
controls a percentage of outstanding capital stock of MCSC (the "Shares");
WHEREAS, the Shareholders wish to take certain steps to preserve the status
of the Reorganization as a tax-free reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, the Shareholders agree as follows:
SECTION 1. Each Shareholder represents that such Shareholder does not
have, and at the time of the execution of the Agreement did not have, any plan
or intention, directly or indirectly, to sell, exchange, transfer by gift,
dispose of or otherwise engage in any transaction which would result in a
reduction of the risk of or benefit of ownership (including but not limited to,
a short sale, a hedging transaction and an equity swap type arrangement)
(collectively, "Disposition") of any of the MCSC Shares under this Agreement.
SECTION 2. Each Shareholder represents that such Shareholder is not,
and at
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the time of the execution of the Agreement, had not entered into any discussions
or negotiations with regard to the possible Disposition of any of the MCSC
Shares over which such Shareholder receives control pursuant to the Agreement.
SECTION 3. Each Shareholder represents that such Shareholder is not,
and at the time of the execution of the Agreement, was not, subject to any
formal or informal obligation or agreement to engage in a Disposition of any of
the MCSC Shares received by such Shareholder pursuant to the Agreement.
SECTION 4. Each Shareholder agrees that after the Reorganization, for a
period of two (2) years after the execution of this Agreement, such Shareholder
will not engage in any Disposition of any of the MCSC Shares over which such
Shareholder received control pursuant to the Agreement without the consent of
the other Shareholders.
SECTION 5. The Shareholders Buy-Sell Agreement dated as of September 2,
1992, as amended by the First Amendment to Shareholders' Buy-Sell Agreement
dated as of August 3, 1993, is hereby terminated.
SECTION 6. This Agreement shall be binding upon and shall be
enforceable against the successors and assigns of the Shareholders.
SECTION 7. This Agreement may not be modified, amended, altered, or
supplemented except (i) by written agreement executed by each of the
Shareholders or (ii) as contemplated by Section 9.
SECTION 8. All notices and communication hereunder shall be in writing
and shall be deemed to be given on the date delivered if delivered personally,
on the date transmitted if sent by telecopy, or 72 hours after mailing if mailed
by registered or certified mail (return receipt requested) to the other
Shareholders at the following addresses (or such other address for a party as
shall be specified by like notice):
(a) if to Xxxxx and Xxx Xxxxxx, to:
Xxxxx and Xxx Xxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
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(b) if to Xxx X. Xxxxxxx, to:
Xxx X. Xxxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
(c) if to Xxxxx and Xxxxx Xxxxxxx, to:
Xxxxx and Xxxxx Xxxxxxx
33701 Brigantine
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
SECTION 9. The Shareholders agree that, at any time and from time to
time after the nine month period following the execution of this Agreement, at
the request of any Shareholder they will review this Agreement in the light of
the circumstances then in existence to determine if, in view of changes in
circumstances since the execution of the Agreement, revisions to the terms of
this Agreement would be appropriate. Any such revisions will require the
consent of Shareholders holding not less than a majority of the MCSC Shares
received by the Shareholders in the Reorganization.
SECTION 10. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same document.
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IN WITNESS WHEREOF, the Shareholders hereto have caused this Agreement to be
duly executed on the date first set forth above.
H. XXXXX XXXXXX
By:
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H. Xxxxx Xxxxxx, individually and
as a Trustee of the Xxxxxx Trust
XXX X. XXXXXX
By:
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Xxx X. Xxxxxx, individually and as a
Trustee of the Xxxxxx Trust
XXX X. XXXXXXX
By:
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Xxx X. Xxxxxxx, individually and as
a Trustee of the Xxxxxxx Trust
XXXXX X. XXXXXXX
By:
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Xxxxx X. Xxxxxxx, individually and
as a Trustee of the Xxxxxxx Trust
XXXXX X. XXXXXXX
By:
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Xxxxx X. Xxxxxxx, individually
and as a Trustee of the Xxxxxxx
Trust
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