EXHIBIT 2.3 VOTING AGREEMENT

 

<PAGE>

 

                                                                     EXHIBIT 2.3

 

                                VOTING AGREEMENT

 

         THIS VOTING AGREEMENT (this "Agreement") is made as of the 28th day of

April, 2004, by and between Larscom Incorporated, a Delaware corporation

("Larscom"), and the stockholders listed on the signature pages hereto (the

"Stockholders", and each a "Stockholder").

 

         WHEREAS, the Stockholders own the number of shares and class or series

of capital stock of Verilink Corporation, a Delaware corporation ("Verilink"),

set forth opposite each Stockholder's name on Schedule 1 hereto (all of such

shares now owned and any additional shares of capital stock of Larscom which may

hereafter be acquired by a Stockholder from any source prior to the termination

of this Agreement, the "Verilink Shares"); and

 

         WHEREAS, Larscom, Verilink and Larscom Acquisition Corp., a Delaware

corporation and a wholly-owned subsidiary of Verilink (the "Merger Sub"), have

entered into that certain Agreement and Plan of Merger of even date herewith

(the "Merger Agreement") pursuant to which the Merger Sub will merge with and

into Larscom (the "Merger") with Larscom as the surviving corporation

(capitalized terms used and not defined herein have the respective meaning

ascribed to them in the Merger Agreement); and

 

         WHEREAS, as an inducement and a condition to entering into the Merger

Agreement, Larscom has required that the Stockholders agree, and the

Stockholders have agreed, to enter into this Agreement.

 

         NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

 

         1.        Definitions. For purposes of this Agreement, "Person" shall

mean an individual, corporation, partnership, joint venture, association, trust,

unincorporated organization or other entity. "Beneficial ownership,"

"beneficially own" and similar terms shall refer to beneficial ownership within

the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), and Rule 13d-3 thereunder.

 

         2.        Provisions Concerning the Verilink Shares. During the period

commencing on the date hereof and continuing until the first to occur of (a) the

Effective Time, (b) termination of the Merger Agreement in accordance with its

terms or (c) the written agreement of the parties hereto to terminate this

Agreement (the "Voting Expiration Date"), each Stockholder agrees that it shall,

at any meeting (or any adjournment thereof) of the holders of Verilink Common

Stock, however called, or in connection with any written consent of the holders

of Verilink Common Stock, vote (or cause to be voted) the Verilink Shares then

held of record or beneficially owned by each such Stockholder (unless such

shares are otherwise voted pursuant to the proxy granted hereunder), (i) for

approval and adoption of the Verilink Voting Proposal, including the Merger, the

Merger Agreement and the transactions contemplated thereby, (ii) against

 

                                       1

 

<PAGE>

 

any action or agreement that could reasonably be expected to result in a breach

in any material respect of any covenant, representation or warranty or any other

obligation of Verilink under the Merger Agreement, or could reasonably be

expected to result in any of the conditions set forth in Article VII of the

Merger Agreement not being fulfilled, (iii) against any Acquisition Proposal

other than the Merger, the Merger Agreement and transactions contemplated

thereby, and (iv) against (A) any other extraordinary corporate transaction

other than the Merger, the Merger Agreement and the transactions contemplated

thereby, such as a merger, consolidation, business combination, reorganization,

recapitalization or liquidation involving Larscom or any of its Subsidiaries or

(B) any other proposal or transaction not covered by the foregoing which is

intended, or could be reasonably be expected to, impede, frustrate, prevent,

hinder, delay or nullify the Merger, the Merger Agreement and the transactions

contemplated thereby. Each Stockholder agrees not to enter into any agreement or

understanding with any Person the effect of which would be inconsistent with or

violative of the provisions and agreements contained in this Section 2.

 

         Each Stockholder, in furtherance of the transactions contemplated

hereby and by the Merger Agreement, and in order to secure the performance of

such Stockholder's duties under this Agreement, shall concurrently with the

execution of this Agreement execute and deliver to Larscom an irrevocable proxy

in the form of Exhibit A hereto, and irrevocably appoints Larscom or its

designees, with full power of substitution, its attorney, agent and proxy to

vote (or cause to be voted) or, if applicable, to give consent with respect to,

all of the Verilink Shares in the manner, and with respect to the matters, set

forth above. Each Stockholder acknowledges that the proxy executed and delivered

by it shall be coupled with an interest, shall constitute, among other things,

an inducement for Larscom to enter into the Merger Agreement, shall be

irrevocable and binding on any successor in interest of such Stockholder and

shall not be terminated by operation of law upon the occurrence of any event.

Such proxy shall operate to revoke and render void any prior proxy as to any of

the Verilink Shares heretofore granted by the Stockholders. Such proxy shall

terminate upon the Voting Expiration Date. Each Stockholder shall promptly cause

to be delivered to Larscom an additional proxy substantially in the form

attached hereto as Exhibit A executed on behalf of the record owner of any

outstanding shares of Verilink Common Stock that such Stockholder owned

beneficially (but not of record).

 

         3.        Covenants, Representations and Warranties of Stockholder. Each

Stockholder, severally and not jointly, hereby represents and warrants to and

agrees with Larscom as follows:

 

         (a)       Ownership of Verilink Shares. Stockholder is the record and

beneficial owner of the Verilink Shares set forth on Schedule 1 hereto. On the

date hereof, the Verilink Shares constitute all of the capital stock of Verilink

that Stockholder has the right to vote with respect to the Verilink Voting

Proposal. Stockholder has sole voting power, sole power of disposition, sole

power of conversion, sole power to demand appraisal or dissenter's rights and

sole power to agree to all of the matters set forth in this Agreement, in each

case with respect to all of Stockholder's Verilink Shares, with no

 

                                       2

 

<PAGE>

 

limitations, qualifications or restrictions on such rights, subject to

applicable securities laws and the terms of this Agreement.

 

         (b)       Power; Binding Agreement. Stockholder has the legal capacity,

power and authority to enter into and perform all of its obligations under this

Agreement. The execution, delivery and performance of this Agreement by

Stockholder will not violate any other agreement to which Stockholder is a party

including, without limitation, any voting agreement, proxy arrangement, pledge

agreement, shareholders' agreement or voting trust. This Agreement has been duly

and validly executed and delivered by Stockholder and constitutes a valid and

binding agreement of Stockholder, enforceable against Stockholder in accordance

with its terms. There is no beneficiary or holder of a voting trust certificate

or other interest of any trust of which Stockholder is a trustee whose consent

is required for the execution and delivery of this Agreement or the consummation

by Stockholder of the transactions contemplated hereby.

 

         (c)       No Conflicts. None of the execution and delivery of this

Agreement by Stockholder, the consummation by Stockholder of the transactions

contemplated hereby or compliance by Stockholder with any of the provisions

hereof will (i) conflict with or result in any breach of any applicable

organizational documents applicable to Stockholder, (ii) result in a violation

or breach of, or constitute (with or without notice or lapse of time or both) a

default (or give rise to any third party right of termination, cancellation,

modification or acceleration (herein collectively, a "Default")) under any of

the terms, conditions or provisions of any note, loan agreement, bond, mortgage,

indenture, license, contract, commitment, arrangement, understanding, agreement

or other instrument or obligation of any kind to which Stockholder is a party or

by which Stockholder or any of its properties or assets may be bound, (iii)

violate any order, writ, injunction, decree, judgment, order, statute, rule or

regulation applicable to Stockholder or any of its properties or assets or (iv)

require any filing with, authorization, consent or approval of (herein

collectively, a "Consent"), any state or federal authority; which Default or

violation or the failure to obtain any Consent, in the case of clauses (ii),

(iii) and (iv) above, would have a material adverse effect on the ability of

Stockholder to perform Stockholder's obligations hereunder.

 

         (d)       No Encumbrances. The Verilink Shares and the certificates

representing such Verilink Shares are now, and at all times during the term

hereof will be, held by Stockholder, or by a nominee or custodian for the

benefit of Stockholder, free and clear of all liens, claims, security interests,

proxies, voting trusts or agreements, understandings or arrangements or any

other encumbrances whatsoever, except for any such encumbrances or proxies

arising hereunder.

 

         (e)       No Solicitation or Negotiation.

 

                  (i)       During the term of this Agreement, Stockholder shall

         not, and shall cause its Representatives not to on Stockholder's

         behalf, in both cases in Stockholder's capacity as a Stockholder of

         Verilink, directly or indirectly, (A) solicit, initiate, knowingly

         encourage or take any other action to facilitate any

 

                                       3

 

<PAGE>

 

         inquiries or the making, submission or announcement of any proposal or

         offer that constitutes, or could reasonably be expected to lead to, any

         Acquisition Proposal, with respect to Verilink, (B) enter into,

         continue or otherwise participate in any discussions or negotiations

         regarding, furnish to any Person any information with respect to,

         knowingly assist or participate in any effort or attempt by any Person

         with respect to, or otherwise knowingly cooperate in any way with any

         proposal or offer that constitutes, or could reasonably be expected to

          lead to, any Acquisition Proposal with respect to Verilink, except

         discussions as to the existence of these provisions, (C) approve,

         endorse or recommend any Acquisition Proposal with respect to Verilink

         or (D) enter into any letter of intent or similar document or any

         contract, agreement or commitment contemplating o