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
