Exhibit 2
EQUANT N.V.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1999
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇/▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This letter is to confirm our agreement regarding all of the 2,739
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of
the date hereof between the Company and Buyer (the "Merger Agreement"), you
hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or
an affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"),
you will tender to Buyer or its affiliate, or cause to be tendered, all of
the Shares, PROVIDED, that this obligation is not effective if you receive a
higher offer for such Shares. If you withdraw your tender of Shares in the
Tender Offer, you shall immediately, but in any event prior to the expiration
date of the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares
(except in the Tender Offer or to Buyer) at any time prior to the date this
letter agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are
the sole owner of and have full right, power and authority to sell and vote
the Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you,
in accordance with its terms; (ii) neither the execution of this letter
agreement nor the consummation by you of the transactions contemplated hereby
will constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which you are a party or by which you or the Shares are bound;
and (iii) Buyer or its affiliate shall upon purchase of the Shares receive
good and marketable title to the Shares, free and clear of all liens, claims,
encumbrances and security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common
shares (and any other voting securities issued or exchanged with respect to
such shares upon any reclassification, recapitalization, reorganization,
stock split, stock dividend or other change in the capital structure of the
Company)of the Company which you may own, or have the power to vote, (i) in
the manner directed by Buyer with respect to any matters directly related to
the acquisition of the Company by Buyer and (ii) against any other mergers,
recapitalizations, business combinations, sales of assets, liquidations or
similar transactions involving the Company, or any other matters which would
be inconsistent with Buyer's intended acquisition of the Company. In
furtherance of your voting agreement in this paragraph, you hereby revoke any
and all previous proxies with respect to any of the Shares and grant to Buyer
and such individuals or corporations as Buyer may designate an irrevocable
proxy to vote all of the Shares owned by you in accordance with this
paragraph on any matters which may be presented to shareholders of the
Company with respect to any matters related to the acquisition of the Company
by Buyer or any other mergers, recapitalizations, business combinations,
sales of assets, liquidations or similar transactions involving the Company,
and any other matters which would be inconsistent with Buyer's proposed
acquisition of the Company. You hereby acknowledge that such proxy is coupled
with an interest and irrevocable. In addition, you hereby agree to execute
such additional documents as Buyer may reasonably request to effectuate its
voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally
binding commitments, enforceable in accordance with their terms. This letter
agreement and the Merger Agreement and any documents or instruments
contemplated thereby (i) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and (ii) supersede all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any other person or entity who is not a party hereto
any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the
Expiration Date, or (iii) by either party after the termination of the Merger
Agreement. Notwithstanding the foregoing, such right of termination shall not
be available to any party whose breach of any obligation hereunder has been
the cause of or resulted in the failure of the transactions contemplated
hereunder to be consummated. No such termination shall relieve any party from
liability for any breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably
damaged and would not have an adequate remedy at law for money damages in the
event that any of the covenants contained in this letter agreement were not
performed in accordance with its terms or otherwise were materially breached.
You therefore agree that Buyer may be entitled to temporary or permanent
injunction or injunctions to prevent breaches of such performance and to
specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the
law of conflicts) of the State of New York. Each of the parties shall pay its
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
June 30, 1999
Page 3
own expenses in connection with the execution and performance of this letter
agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you
by Buyer as a result of any action or inaction by you arising hereunder,
service of process may be made upon you at the address set forth below your
signature by a duly authorized agent for serving process in the jurisdiction
in which such address is located.
Please indicate your agreement to the foregoing by signing this
letter agreement in the space provided below, whereupon a binding agreement
will have been formed between us in respect of the foregoing.
Sincerely,
EQUANT ACQUISITION CORP.
By: /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇
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Title: AUTHORIZED SIGNATORY
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Acknowledged and agreed as of this
30th day of June, 1999:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Service of Process Address:
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EQUANT N.V.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1999
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TechForce Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter is to confirm our agreement regarding all of the 592,470
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of
the date hereof between the Company and Buyer (the "Merger Agreement"), you
hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or
an affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"),
you will tender to Buyer or its affiliate, or cause to be tendered, all of
the Shares, PROVIDED, that this obligation is not effective if you receive a
higher offer for such Shares. If you withdraw your tender of Shares in the
Tender Offer, you shall immediately, but in any event prior to the expiration
date of the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares
(except in the Tender Offer or to Buyer) at any time prior to the date this
letter agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are
the sole owner of and have full right, power and authority to sell and vote
the Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you,
in accordance with its terms; (ii) neither the execution of this letter
agreement nor the consummation by you of the transactions contemplated hereby
will constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which you are a party or by which you or the Shares are bound;
and (iii) Buyer or its affiliate shall upon purchase of the Shares receive
good and marketable title to the Shares, free and clear of all liens, claims,
encumbrances and security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common
shares (and any other voting securities issued or exchanged with respect to
such shares upon any reclassification, recapitalization, reorganization,
stock split, stock dividend or other change in the capital structure of the
Company)of the Company which you may own, or have the power to vote, (i) in
the manner directed by Buyer with respect to any matters directly related to
the acquisition of the Company by Buyer and (ii) against any other mergers,
recapitalizations, business combinations, sales of assets, liquidations or
similar transactions involving the Company, or any other matters which would
be inconsistent with Buyer's intended acquisition of the Company. In
furtherance of your voting agreement in this paragraph, you hereby revoke any
and all previous proxies with respect to any of the Shares and grant to Buyer
and such individuals or corporations as Buyer may designate an irrevocable
proxy to vote all of the Shares owned by you in accordance with this
paragraph on any matters which may be presented to shareholders of the
Company with respect to any matters related to the acquisition of the Company
by Buyer or any other mergers, recapitalizations, business combinations,
sales of assets, liquidations or similar transactions involving the Company,
and any other matters which would be inconsistent with Buyer's proposed
acquisition of the Company. You hereby acknowledge that such proxy is coupled
with an interest and irrevocable. In addition, you hereby agree to execute
such additional documents as Buyer may reasonably request to effectuate its
voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally
binding commitments, enforceable in accordance with their terms. This letter
agreement and the Merger Agreement and any documents or instruments
contemplated thereby (i) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and (ii) supersede all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any other person or entity who is not a party hereto
any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the
Expiration Date, or (iii) by either party after the termination of the Merger
Agreement. Notwithstanding the foregoing, such right of termination shall not
be available to any party whose breach of any obligation hereunder has been
the cause of or resulted in the failure of the transactions contemplated
hereunder to be consummated. No such termination shall relieve any party from
liability for any breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably
damaged and would not have an adequate remedy at law for money damages in the
event that any of the covenants contained in this letter agreement were not
performed in accordance with its terms or otherwise were materially breached.
You therefore agree that Buyer may be entitled to temporary or permanent
injunction or injunctions to prevent breaches of such performance and to
specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the
law of conflicts) of the State of New York. Each of the parties shall pay its
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
June 30, 1999
Page 3
own expenses in connection with the execution and performance of this letter
agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you
by Buyer as a result of any action or inaction by you arising hereunder,
service of process may be made upon you at the address set forth below your
signature by a duly authorized agent for serving process in the jurisdiction
in which such address is located.
Please indicate your agreement to the foregoing by signing this
letter agreement in the space provided below, whereupon a binding agreement
will have been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S., INC.
EQUANT ACQUISITION CORP.
By: /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Title: AUTHORIZED SIGNATORY
-----------------------------------
Acknowledged and agreed as of this
30th day of June, 1999:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Service of Process Address:
TechForce Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
EQUANT N.V.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1999
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇
Matrix Partners
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
This letter is to confirm our agreement regarding all of the 152,665
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of
the date hereof between the Company and Buyer (the "Merger Agreement"), you
hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or
an affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"),
you will tender to Buyer or its affiliate, or cause to be tendered, all of
the Shares, PROVIDED, that this obligation is not effective if you receive a
higher offer for such Shares. If you withdraw your tender of Shares in the
Tender Offer, you shall immediately, but in any event prior to the expiration
date of the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares
(except in the Tender Offer or to Buyer) at any time prior to the date this
letter agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are
the sole owner of and have full right, power and authority to sell and vote
the Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you,
in accordance with its terms; (ii) neither the execution of this letter
agreement nor the consummation by you of the transactions contemplated hereby
will constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which you are a party or by which you or the Shares are bound;
and (iii) Buyer or its affiliate shall upon purchase of the Shares receive
good and marketable title to the Shares, free and clear of all liens, claims,
encumbrances and security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common
shares (and any other voting securities issued or exchanged with respect to
such shares upon any reclassification, recapitalization, reorganization,
stock split, stock dividend or other change in the capital structure of the
Company)of the Company which you may own, or have the power to vote, (i) in
the manner directed by Buyer with respect to any matters directly related to
the acquisition of the Company by Buyer and (ii) against any other mergers,
recapitalizations, business combinations, sales of assets, liquidations or
similar transactions involving the Company, or any other matters which would
be inconsistent with Buyer's intended acquisition of the Company. In
furtherance of your voting agreement in this paragraph, you hereby revoke any
and all previous proxies with respect to any of the Shares and grant to Buyer
and such individuals or corporations as Buyer may designate an irrevocable
proxy to vote all of the Shares owned by you in accordance with this
paragraph on any matters which may be presented to shareholders of the
Company with respect to any matters related to the acquisition of the Company
by Buyer or any other mergers, recapitalizations, business combinations,
sales of assets, liquidations or similar transactions involving the Company,
and any other matters which would be inconsistent with Buyer's proposed
acquisition of the Company. You hereby acknowledge that such proxy is coupled
with an interest and irrevocable. In addition, you hereby agree to execute
such additional documents as Buyer may reasonably request to effectuate its
voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally
binding commitments, enforceable in accordance with their terms. This letter
agreement and the Merger Agreement and any documents or instruments
contemplated thereby (i) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and (ii) supersede all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any other person or entity who is not a party hereto
any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the
Expiration Date, or (iii) by either party after termination of the Merger
Agreement. Notwithstanding the foregoing, such right of termination shall not
be available to any party whose breach of any obligation hereunder has been
the cause of or resulted in the failure of the transactions contemplated
hereunder to be consummated. No such termination shall relieve any party from
liability for any breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably
damaged and would not have an adequate remedy at law for money damages in the
event that any of the covenants contained in this letter agreement were not
performed in accordance with its terms or otherwise were materially breached.
You therefore agree that Buyer may be entitled to temporary or permanent
injunction or injunctions to prevent breaches of such performance and to
specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the
law of conflicts) of the State of New York. Each of the parties shall pay its
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇
June 30, 1999
Page 2
own expenses in connection with the execution and performance of this letter
agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you
by Buyer as a result of any action or inaction by you arising hereunder,
service of process may be made upon you at the address set forth below your
signature by a duly authorized agent for serving process in the jurisdiction
in which such address is located.
Please indicate your agreement to the foregoing by signing this
letter agreement in the space provided below, whereupon a binding agreement
will have been formed between us in respect of the foregoing.
Sincerely,
EQUANT N.V.
EQUANT HOLDINGS U.S, INC.
EQUANT ACQUISITION CORP.
By: /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇
------------------------------------
Title: AUTHORIZED SIGNATORY
------------------------------------
Acknowledged and agreed as of this
30th day of June, 1999:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Service of Process Address:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
EQUANT N.V.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1999
▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TechForce Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇. ▇▇▇▇▇▇▇:
This letter is to confirm our agreement regarding all of the 97,000
shares of common stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), owned beneficially or of
record by you. In order to induce Equant Acquisition Corp., a subsidiary of
Equant Holdings U.S., Inc., which is a subsidiary of Equant N.V. (together,
"Buyer"), to enter into an Agreement and Plan of Merger, to be dated as of
the date hereof between the Company and Buyer (the "Merger Agreement"), you
hereby agree as follows:
Subject to the terms and conditions hereof, prior to the expiration
date of the tender offer (the "Expiration Date") to be commenced by Buyer or
an affiliate of Buyer pursuant to the Merger Agreement (the "Tender Offer"),
you will tender to Buyer or its affiliate, or cause to be tendered, all of
the Shares , PROVIDED, that this obligation is not effective if you receive a
higher offer for such Shares. If you withdraw your tender of Shares in the
Tender Offer, you shall immediately, but in any event prior to the expiration
date of the Tender Offer, re-tender such Shares to Buyer or its affiliate.
You hereby agree not to sell, transfer or encumber the Shares
(except in the Tender Offer or to Buyer) at any time prior to the date this
letter agreement is terminated in accordance with its terms.
You hereby represent and warrant as to the Shares that (i) you are
the sole owner of and have full right, power and authority to sell and vote
the Shares, or, if you are not the sole owner, you have full right, power and
authority to sell and to vote the Shares, and, in either event, this letter
agreement is a legal, valid and binding agreement, enforceable against you,
in accordance with its terms; (ii) neither the execution of this letter
agreement nor the consummation by you of the transactions contemplated hereby
will constitute a violation of or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which you are a party or by which you or the Shares are bound;
and (iii) Buyer or its affiliate shall upon purchase of the Shares receive
good and marketable title to the Shares, free and clear of all liens, claims,
encumbrances and security interests of any kind.
Buyer hereby represents and warrants that it has the corporate power
and authority to enter into this letter agreement.
▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
June 30, 1999
Page 2
You hereby agree to vote all of the Shares, and any other common
shares (and any other voting securities issued or exchanged with respect to
such shares upon any reclassification, recapitalization, reorganization,
stock split, stock dividend or other change in the capital structure of the
Company)of the Company which you may own, or have the power to vote, (i) in
the manner directed by Buyer with respect to any matters directly related to
the acquisition of the Company by Buyer and (ii) against any other mergers,
recapitalizations, business combinations, sales of assets, liquidations or
similar transactions involving the Company, or any other matters which would
be inconsistent with Buyer's intended acquisition of the Company. In
furtherance of your voting agreement in this paragraph, you hereby revoke any
and all previous proxies with respect to any of the Shares and grant to Buyer
and such individuals or corporations as Buyer may designate an irrevocable
proxy to vote all of the Shares owned by you in accordance with this
paragraph on any matters which may be presented to shareholders of the
Company with respect to any matters related to the acquisition of the Company
by Buyer or any other mergers, recapitalizations, business combinations,
sales of assets, liquidations or similar transactions involving the Company,
and any other matters which would be inconsistent with Buyer's proposed
acquisition of the Company. You hereby acknowledge that such proxy is coupled
with an interest and irrevocable. In addition, you hereby agree to execute
such additional documents as Buyer may reasonably request to effectuate its
voting rights under this paragraph.
We each hereby agree that this letter agreement creates legally
binding commitments, enforceable in accordance with their terms. This letter
agreement and the Merger Agreement and any documents or instruments
contemplated thereby (i) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and (ii) supersede all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any other person or entity who is not a party hereto
any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by mutual
written consent of the parties hereto, (ii) by either party after the
Expiration Date, or (iii) by either party after the termination of the Merger
Agreement. Notwithstanding the foregoing, such right of termination shall not
be available to any party whose breach of any obligation hereunder has been
the cause of or resulted in the failure of the transactions contemplated
hereunder to be consummated. No such termination shall relieve any party from
liability for any breach of this letter agreement.
You hereby acknowledge and agree that Buyer may be irreparably
damaged and would not have an adequate remedy at law for money damages in the
event that any of the covenants contained in this letter agreement were not
performed in accordance with its terms or otherwise were materially breached.
You therefore agree that Buyer may be entitled to temporary or permanent
injunction or injunctions to prevent breaches of such performance and to
specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the
law of conflicts) of the State of New York. Each of the parties shall pay its
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June 30, 1999
Page 3
own expenses in connection with the execution and performance of this letter
agreement.
If any term, provision, covenant or restriction of this letter
agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this letter agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
You agree that in connection with any legal action taken against you
by Buyer as a result of any action or inaction by you arising hereunder,
service of process may be made upon you at the address set forth below your
signature by a duly authorized agent for serving process in the jurisdiction
in which such address is located.
Please indicate your agreement to the foregoing by signing this
letter agreement in the space provided below, whereupon a binding agreement
will have been formed between us in respect of the foregoing.
Sincerely,
EQUANT ACQUISITION CORP.
By: /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: AUTHORIZED SIGNATORY
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Acknowledged and agreed as of this
30th day of June, 1999:
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Service of Process Address:
TechForce Corporation
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