STOCK VOTING AGREEMENT
WARBURG
STOCK VOTING AGREEMENT (this "Agreement"), dated as of October 8, 1998
by and between WARBURG, PINCUS CAPITAL COMPANY, L.P ("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 Company
(the "Merger"); and
WHEREAS, Stockholder owns, as of the date hereof, 16,288,691 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 and Parent Sub have 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 and the adoption of the Merger Agreement, as the same may be
amended from time to time, all agreements related to the Merger and any actions
related thereto, 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 Parent 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 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.
Stockholder currently has, and at Closing will have good,
valid and marketable title to the Shares, free and clear of
all liens, encumbrances, and security interests (other than
the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State
securities laws) and free of other restrictions, options,
rights to purchase or other claims that would adversely affect
the ability of Stockholder to perform its obligations
hereunder or pursuant to which, Stockholder could be required
to sell, assign or otherwise transfer the Shares.
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 Parent Sub and Parent each are 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 Parent Sub and Parent.
3. Certain Covenants of Stockholder. Except in accordance with
the provisions of this Agreement, Stockholder agrees with, and
covenants to, Parent as follows:
3.1 Transfer. Stockholder shall not (i) transfer (which term shall
include, without limitation, for the purposes of this
Agreement, any sale, gift, pledge, assignment, encumbrance or
other disposition) or consent to any transfer of, any or all
of the Shares or any interest therein, except pursuant to the
Merger, or (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any
or all such Shares or any interest therein or take any other
action with respect thereto, in either case, in a manner that
would conflict with or violate the terms of the "affiliate
letter" executed by Stockholder pursuant to Section 4 hereof.
3.2 Solicitation. Prior to the Effective Time, Stockholder agrees
that it shall not directly or indirectly (including through
representatives, advisors, agents or any other
intermediaries), (i) solicit or initiate (including by way of
furnishing or disclosing non-public information) any inquiries
or the making of any proposal with respect to any merger,
consolidation or other business combination involving the
Company or any Subsidiary (as defined in the Merger Agreement)
of the Company or the acquisition of all or any significant
part of the assets or capital stock of the Company, including
the Shares, or any Subsidiary of the Company (an "Acquisition
Transaction") or (ii) negotiate or otherwise engage in
discussions with any person (other than Parent and its
representatives) with respect to any Acquisition Transaction,
or which may reasonably be expected to lead to a proposal for
an Acquisition Transaction or enter into any agreement,
arrangement or understanding with respect to any such
Acquisition Transaction or which would require the Company to
abandon, terminate or fail to consummate the Merger or require
Stockholder to abandon, terminate or fail to perform its
obligations under this Agreement.
3.3 Notifications. Stockholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two
business days, of the number of any shares of Company Common
Stock acquired by Stockholder after the date hereof.
4. 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.
5. Effect of Purported Transfer. The parties hereto agree that any
transfer of the Shares made other than in compliance with this Agreement shall
be null and void. Any such transfer shall convey no interest in any of the
Shares purported to be transferred, and the transferee shall not be deemed to be
a stockholder of the Company nor entitled to receive a new share certificate or
any rights, dividends or other distributions on or with respect to such Shares.
The Company is a party to this Agreement solely for the purpose of acknowledging
the approval of this Agreement by its Board of Directors and to agree that it
will not permit to be registered any transfer of the Shares made other than in
compliance with this Agreement.
6. 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.
7. 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, or the
general partner of the partnership which is the 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.
8. Miscellaneous.
8.1 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.
10810 Farnam Drive
Omaha, NE 68102
Attention: Bill L. Fairfield
Fax No.: 402-758-3602
with a copy to: McGrath, North, Mullin & Kratz, P.C.
One Central Park Plaza, Suite 1400
222 South Fifteenth Street
Omaha, NE 68102
Attention: David L. Hefflinger
Fax No.: 402-341-0216
If to Stockholder: Warburg, Pincus Capital Company, L.P.
466 Lexington Avenue
New York, NY 10017
Attention: William Janeway
and Stewart Gross
Fax No.: 212-878-9359
with a copy to: Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Attention: Jack H. Nusbaum, Esq.
Fax No.: 212-728-8111
If to the Company: Vanstar Corporation
1100 Abernathy Road
Building 500, Suite 1200
Atlanta, GA 30328
Attention: General Counsel
Fax No.: 770-522-4587
with a copy to: Arter & Hadden, LLP
1717 Main Street
Suite 4100
Dallas, TX 75201
Attention: Mr. Stan Huller
Fax No.: 214-741-7139
8.2 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.
8.3 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.
8.4 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.
8.5 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.
8.6 Injunctive Relief; Jurisdiction. Stockholder and the Company
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 Prentice-Hall 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.
8.7 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.
8.8 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.
8.9 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.
/s/ William Y. Tauscher /s/ Bill L. Fairfield
By:____________________________ By:_______________________________
Name: Name: Bill L. Fairfield
Title: Title: President and Chief Executive
Officer
WARBURG, PINCUS CAPITAL
COMPANY, L.P
By: Warburg, Pincus & Co., its general
partner
/s/ Stewart K.P. Gross
By: _____________________________
Stewart K.P. Gross, General Partner