Exhibit D JOINT FILING AGREEMENT This will confirm the agreement by Hamilton Acquisition LLC, a Delaware limited liability company, Fidelity Ventures Limited Partnership, a Delaware limited partnership, Fidelity Capital Associates, Inc., a Delaware...Joint Filing Agreement • November 21st, 1996 • Hamilton Acquisition LLC • Retail-lumber & other building materials dealers
Exhibit A PROXY AGREEMENT This is a PROXY AGREEMENT (the "Agreement"), dated as of November 11, 1996 by and among Hamilton Acquisition LLC, a Delaware limited liability company ("Parent"), Hamilton NY Acquisition Corp., a Delaware corporation and a...A Proxy Agreement • November 21st, 1996 • Hamilton Acquisition LLC • Retail-lumber & other building materials dealers • Delaware
Exhibit A PROXY AGREEMENT This is a PROXY AGREEMENT (the "Agreement"), dated as of November 11, 1996 by and among Hamilton Acquisition LLC, a Delaware limited liability company ("Parent"), Hamilton NY Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), and certain stockholders of The Strober Organization, Inc., a Delaware corporation (the "Company") who are signatories hereto (collectively, the "Stockholders" and each, a "Stockholder"). Background A. As of the date hereof, each Stockholder owns (either beneficially or of record) that number of shares of common stock, par value $.01 per share (the "Common Stock"), of the Company set forth on Exhibit A hereto (together with any shares of Common Stock acquired by such Stockholder during the Proxy Term (as defined in Section 2 hereof), whether upon the exercise of options, conversion of convertible securities or otherwise, the "Stockholder Shares"). B. Parent, Acquisition Sub and the Compa
Exhibit C GUARANTY GUARANTY, dated as of November 11, 1996 by Fidelity Investors Limited Partnership, a Delaware limited partnership (the "Guarantor"), in favor of The Strober Organization, Inc., a Delaware corporation (the "Company"). Recitals The...Hamilton Acquisition LLC • November 21st, 1996 • Retail-lumber & other building materials dealers • Delaware
Exhibit C GUARANTY GUARANTY, dated as of November 11, 1996 by Fidelity Investors Limited Partnership, a Delaware limited partnership (the "Guarantor"), in favor of The Strober Organization, Inc., a Delaware corporation (the "Company"). Recitals The Company is a party to an Agreement and Plan of Merger (the "Merger Agreement") dated as of the date hereof by and among the Company, Hamilton Acquisition LLC ("Parent") and Hamilton NY Acquisition Corp. ("Acquisition Sub"), pursuant to which Acquisition Sub will be merged with and into the Company (the "Merger"), with the resulting entity being an indirect subsidiary of Parent. Guarantor has advised the Company that (i) the Guarantor is a member of Parent, a Delaware limited liability company and (ii) Parent owns all of the issued and outstanding capital stock of Acquisition Sub. Parent and Acquisition Sub are entities newly created for the purpose of effecting the Merger. The Company has required that the Guarantor execute this Guaranty to
Exhibit B AGREEMENT AND PLAN OF MERGER AMONG PARENT, ACQUISITION SUB AND THE STROBER ORGANIZATION, INC. Dated as of November 11, 1996 TABLE OF CONTENTS Page 1. [INTENTIONALLY OMITTED] 2 2. THE MERGER 2 2.1 The Merger 2 2.2 Effective Time 2 2.3 Effects...B Agreement and Plan of Merger • November 21st, 1996 • Hamilton Acquisition LLC • Retail-lumber & other building materials dealers • Delaware
Exhibit B AGREEMENT AND PLAN OF MERGER AMONG PARENT, ACQUISITION SUB AND THE STROBER ORGANIZATION, INC. Dated as of November 11, 1996 TABLE OF CONTENTS Page 1. [INTENTIONALLY OMITTED] 2 2. THE MERGER 2 2.1 The Merger 2 2.2 Effective Time 2 2.3 Effects of the Merger 2 2.4 Certificate of Incorporation; By-Laws 2 2.5 Directors 3 2.6 Officers 3 2.7 Conversion of Securities 3 2.8 Company Stock Options and Related Matters 4 2.9 Taking of Necessary Action; Further Action 4 3. PAYMENT FOR SHARES; DISSENTING SHARES 4 3.1 Payment for Shares of Company Common Stock. 4 3.2 Dissenting Shares 6 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB 7 4.1 Organization and Qualification 7 4.2 Authority Relative to this Agreement 7 4.3 No Violations 8 4.4 Brokerage Fees 9 4.5 Financing 9 4.6 Arrangements 9 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 10 5.1 Organization and Qualification 10 5.2 Authority Relative to this Agreement 10 5.3 No Violations; Consents and Approvals. 11 5.4 Capita
