Shareholder Agreement

SHAREHOLDER AGREEMENT


SHAREHOLDER AGREEMENT, dated as of the 26 day of June, 1997 (the "Agreement"), between the undersigned holder (the "Holder") of shares of the common stock, $0.10 par value (the "Company Common Stock"), of Inbrand Corporation, a Georgia corporation (the "Company"), and Tyco International Ltd., a Massachusetts corporation ("Parent").


RECITALS


The Company, Parent and T5 Acquisition Corp., a Georgia corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), propose to enter into an Agreement and Plan of Merger dated the date hereof (the "Merger Agreement"; capitalized terms not otherwise defined herein being used herein as therein defined), pursuant to which Merger Sub would be merged (the "Merger") with and into the Company, and the outstanding shares of Company Common Stock would be converted into the right to receive shares of New Tyco Common Stock; and


The Holder is the beneficial owner of the number of shares of Company Common Stock (together with any shares of Common Stock hereafter acquired by the Holder, and any options, warrants or other rights to acquire shares of Common Stock now owned or hereafter acquired by the Holder, the "Subject Shares") set forth on the signature page to this Agreement; and


As a condition of its entering into the Merger Agreement, Parent has requested the Holder to agree, and the Holder has agreed, to enter into this Agreement.


AGREEMENT


NOW, THEREFORE, the parties hereto agree as follows:


1. Agreement to Vote Shares. At every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, the Holder shall vote all the Subject Shares that he or it beneficially owns at the time of any such vote: (i) in favor of approval of the Merger Agreement and the Merger and any matter necessary to facilitate the Merger and (ii) against (x) approval of any Acquisition Proposal made in opposition to or in competition with the Merger, (y) any merger (including, without limitation, an Alternative Transaction), consolidation, sale of assets requiring shareholder approval, reorganization or recapitalization of the Company, with any other person other than Parent or its affiliates, and (z) any liquidation or winding up of the Company (each of the foregoing in this clause (ii) is hereinafter referred to as an "Opposing Proposal").


2. Representations and Warranties of Holder. The Holder hereby represents and warrants to Parent that:


The Holder knows of no plan or intention on the part of the holders of shares of capital stock of the Company to engage in any sales, exchanges, transfers, pledges, dispositions, any other transactions which would result in a reduction in the risk of ownership, by short sale or otherwise, or consent to any sales, exchanges, transfer, pledges or other disposition (any such transaction, a "Transfer") of a number of the share of New Tyco Common Stock to be received in the Merger which would, in the aggregate, constitute more than 50% of the value of the capital stock of the Company outstanding immediately prior to the Merger. The Holder hereby represents and shall be deemed to represent at the Effective Time that as of the Effective Time he or it has no present plan or intention to engage in any Transfer of share of New Tyco Common Stock to be received in the Merger. Shares of capital stock of the Company with respect to which a Transfer occurs prior to the Merger shall be treated for these purposes as if such shares of capital stock of the Company were exchanged for shares of New Tyco Common Stock and shares of New Tyco Common Stock were disposed of in a Transfer.


3. Agreement Not to Solicit. Prior to the earlier to occur of the Effective Time of the Merger or the Termination Date (as hereinafter defined), the Holder will not, and will not permit any entity under his or its control to: (1) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to an Opposing Proposal or otherwise encourage or assist any person in taking or planning any action that would constitute an Opposing Proposal; or (2) initiate a shareholders' vote or action by written consent of the Company's shareholders with respect to an Opposing Proposal.


4. Agreement Not to Transfer Shares. (a) From and after the date hereof until the earlier to occur of 30 days prior to the Effective Time of the Merger and the Termination Date, the Holder will not effect a sale, exchange, pledge, disposition or other transfer or encumbrance (a "Sale") of any of the Subject Shares to or in favor of any person, unless, prior to any such Sale, such person shall have agreed in a writing, in form and substance reasonably acceptable to Parent, for the benefit of and delivered to Parent, to be bound by all provisions of this Agreement applicable to the Holder.


(b) From and after 30 days prior to the Effective Time of the Merger, unless the Termination Date shall occur, the Holder shall not (i) transfer, sell or otherwise dispose of any shares of Company Common Stock prior to the Effective Time or (ii) sell or otherwise reduce the Holder's risk (within the meaning of the Securities and Exchange Commission's Financial Reporting Release No. 1, "Codification of Financial Reporting Policies," Section 201.01 [47 F.R. 21028] (April 15, 1982)) with respect to any shares of New Tyco Common Stock until after such time (the "Publication Time") as consolidated financial statements which reflect at least 30 days of post-merger combined operations of New T ...