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EXHIBIT 4.2
COMDISCO, INC.
BOARD OF DIRECTORS
POLICY STATEMENT REGARDING
COMDISCO VENTURES STOCK MATTERS
1. GENERAL POLICY. It is the policy of the Board of Directors (the "BOARD") of
Comdisco, Inc. ("Comdisco") that:
(a) all material matters as to which the holders of Comdisco Stock and
the holders of Comdisco Ventures Stock may have potentially divergent
interests shall be resolved in a manner that the Board determines to be in
the best interests of Comdisco and all of its common stockholders, after
giving fair consideration to the potentially divergent interests and all
other relevant interests of the holders of the separate classes of common
stock of Comdisco; and
(b) a process of fair dealing will govern the relationship between
Comdisco Group and Comdisco Ventures and the means by which the terms of
any material transaction between them will be determined.
2. RELATIONSHIP BETWEEN THE GROUPS. Comdisco will seek to manage both
Comdisco Group and Comdisco Ventures in a manner designed to maximize the
operations, unique assets and value of both groups. In addition, there will be
various financial arrangements between the two groups, including with respect to
debt, other financings and taxes.
(a) General. Except as otherwise provided in this policy statement,
all material commercial transactions between Comdisco Group and Comdisco
Ventures will be on commercially reasonable terms taken as a whole and will
be subject to the review and approval of the Board and/or the Comdisco
Ventures Stock Committee as its designee.
(b) Allocation of Corporate Overhead and Support Services. Comdisco
Ventures will have access to the support services of Comdisco Group,
including, but not limited to Human Resources, Legal, Payroll, Accounting,
Tax, IT Services and Network Services.
With respect to corporate services that arise as a result of being
part of a combined entity (e.g., securities filing and financial reporting
services), costs relating to such services will be directly attributed to
the group utilizing such services, and to the extent such costs are not
directly attributable, allocated between the groups on a fair and
reasonable basis as approved by the Board. With respect to other support
services not detailed above, while the groups will seek to obtain for the
combined groups the lowest aggregate cost for all such services, each group
will be entitled to procure such services from third parties.
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(c) Sourcing and Provision of Other Services. Other than corporate
overhead and support services, Comdisco Ventures shall use exclusively the
services offered by Comdisco Group for use in Comdisco Ventures
transactions. Such services will be provided by Comdisco Group at the best
price offered to third parties in similar situations when taking into
account all relevant factors. The establishment of such price should also
give consideration to other factors, as appropriate, such as avoided costs
and synergies to be shared between the groups. In addition, each group will
cooperate in good faith to develop offers that reflect such other factors.
(d) When the combined services of the two groups are bundled or
offered together and the total cost to consumers of each of those services
are separately identified on a billing statement, Comdisco Group and
Comdisco Ventures will each control the pricing of its respective services
and receive the associated revenues.
In a combined transaction offering where the services of the two
groups are integrated and the total cost to consumers of each of those
services are not separately identified on a billing statement, the groups
will work collaboratively to determine the nature of their arrangements and
may also source the services of the other group as described above;
provided, however, that Comdisco Ventures may not offer a combination of
services comprised primarily of the services of the Comdisco Group without
Comdisco's agreement.
(e) No Inter-Group Interest in Comdisco Stock. Comdisco Ventures shall
not acquire an interest in Comdisco Stock.
(f) No Employee Interest in Customers. All employees of Comdisco are
governed by Comdisco's conflicts and insider trading policies.
Additionally, no employee of Comdisco Ventures shall acquire any interest
in any customer of Comdisco Ventures.
3. CORPORATE OPPORTUNITIES. The Board will allocate any business opportunities
and operations, any acquired assets and businesses and any assumed liabilities
between Comdisco Group and Comdisco Ventures, in whole or in part, as it
considers to be in the best interests of Comdisco and its stockholders as a
whole and as contemplated by the provisions of these policies. To the extent a
business opportunity or operation, an acquired asset or business, or an assumed
liability would be suitable to be undertaken by or allocated to either group, it
will be allocated by the Board in its business judgment or in accordance with
procedures adopted by the Board from time to time to ensure that decisions will
be made in the best interests of Comdisco and its stockholders as a whole. Any
such allocation may involve the consideration of a number of factors that the
Board determines to be relevant, including, without limitation, whether the
business opportunity or operation, the acquired asset or business, or the
assumed liability is principally within the existing scope of a group's business
and whether a group is better positioned to undertake or have allocated to it
such business opportunity or operation, acquired assets or business or assumed
liability. Subject to
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and without limiting the foregoing, the Board currently intends to allocate
future venture-backed financing opportunities to Comdisco Ventures.
4. DIVIDEND POLICY. Subject to the limitations set forth in Comdisco's Charter,
including any preferential rights of any series of preferred stock of Comdisco,
and to the limitations of applicable law, holders of shares of Comdisco Stock or
Comdisco Ventures Stock will be entitled to receive dividends on such stock
when, as and if authorized and declared by the Board. The payment of dividends
on Comdisco Stock will be a business decision to be made by the Board from time
to time based upon the results of operations, financial condition and capital
requirements of Comdisco and such other factors as the Board considers relevant.
Payment of dividends on Comdisco Stock may be restricted by loan agreements,
indentures and other transactions entered into by Comdisco from time to time.
With respect to Comdisco Ventures Stock, because Comdisco Ventures is
expected to require significant capital commitments to finance its operations
and fund its future growth, Comdisco does not expect to pay any dividends on
shares of Comdisco Ventures Stock for the foreseeable future. If and when the
Board does determine to pay any dividends on shares of Comdisco Ventures Stock,
any such determination will also be subject to factors similar to those
described above with respect to the payment of dividends on Comdisco Stock.
5. FINANCIAL REPORTING. Comdisco will prepare and include in its filings with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, consolidated financial statements of Comdisco and combined
financial statements of Comdisco Ventures (for so long as Comdisco Ventures
Stock is outstanding). The financial statements of Comdisco Ventures will
reflect the financial position, results of operations and cash flows of the
businesses attributed thereto and in the case of annual financial statements
shall be audited.
6. COMDISCO CAPITAL STOCK COMMITTEE. The Board will establish a standing
committee of the Board to be known as the Comdisco Capital Stock Committee. The
Comdisco Capital Stock Committee will have and exercise such powers, authority
and responsibilities as the Board may delegate to such Committee, which will
initially include authority to (a) interpret, make determinations under, and
oversee the implementation of these policies, other than as they relate to
dividends, with respect to which all determinations will be made solely by the
Board, (b) adopt additional general policies governing the relationship between
Comdisco Ventures and Comdisco Group, and (c) engage the services of
accountants, investment bankers, appraisers, attorneys and other service
providers to assist it in discharging its duties. In making determinations in
connection with these policies, the members of the Board and the Comdisco
Capital Stock Committee will act in a fiduciary capacity and pursuant to legal
guidance concerning their respective obligations under applicable law. The
delegation of responsibilities to the Comdisco Capital Stock Committee will be
subject to such changes as may be determined by the Board.
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7. AMENDMENT AND MODIFICATION OF THESE POLICIES. These policies and any
resolution implementing the provisions hereof may at any time and from time to
time be amended, modified, suspended or rescinded by the Board, and the Board
may adopt additional or other policies or make exceptions with respect to the
application of these policies in connection with particular facts and
circumstances, all as the Board may determine, consistent with its fiduciary
duties to Comdisco and all of its stockholders.
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