VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of July
16, 1997 by and between Daniel Borislow (the "Stockholder") and Shared
Technologies Fairchild Inc., a Delaware corporation (the "Company") .
WHEREAS, Tel-Save Holdings, Inc., a Delaware corporation (the
"Acquiror"), and TSHCo, Inc., a Delaware corporation and a wholly owned
subsidiary of Acquiror ("Merger Sub"), and the Company are parties to an
Agreement and Plan of Merger dated as of July 16, 1997 (the "Merger Agreement"),
which provides, among other things, for the merger of the Company with and into
Merger Sub (the "Merger"), with Merger Sub as the surviving corporation and a
wholly owned subsidiary of Acquiror, and for the issuance (the "Issuance") of
shares of common stock of Acquiror, par value $.01 per share, which must be
approved by holders of the requisite percentages of the outstanding shares of
capital stock of the Acquiror entitled to vote upon the Merger and the Issuance
(such shares of capital stock, the "Acquiror Common Stock") at a special meeting
of the Acquiror's stockholders (the "Special Meeting") called for the purpose of
approving the Merger and the Issuance, all in accordance with the requirements
of the Delaware General Corporation Law, Acquiror's Certificate of Incorporation
and Acquiror's By-Laws;
WHEREAS, as of the date hereof, the Stockholder owns (either
beneficially or of record) the number of shares (the "Shares") of Acquiror
Common Stock set forth opposite such Stockholder's name on SCHEDULE A hereto;
and
WHEREAS, as a condition to the willingness of the Company to
enter into the Merger Agreement, the Company has requested that the Stockholder
execute and deliver to the Company this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. AGREEMENT TO VOTE SHARES. The Stockholder agrees to vote
the Shares and any other shares of Acquiror Common Stock which he, directly or
indirectly, controls at the Special Meeting or at any other meeting of the
stockholders of Acquiror, however called, and in any action by consent of the
stockholders of Acquiror (a) in favor of the Merger and the Issuance, (b) in
favor of the Merger Agreement, and (c) against any amendment of Acquiror's
Certificate of Incorporation or By-Laws or other proposal or transaction
involving Acquiror or any of its subsidiaries which amendment or other proposal
or transaction would in any manner impede, frustrate, prevent or nullify, or
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of Acquiror under or with respect to, the Merger, the
Merger Agreement or any of the other transactions contemplated by the Merger
Agreement.
2. COVENANTS. The Stockholder agrees with respect to himself
and the Shares he owns that:
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(a) He shall not, except consistent with the terms of this
Agreement, (i) transfer (which term shall include, without limitation,
for the purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of the Shares
or any interest therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all
of the Shares or any interest therein, (iii) take any other action that
would in any way restrict, limit or interfere with the performance of
his or its obligations hereunder or the transactions contemplated
hereby, or (iv) grant any proxies or powers of attorney with respect to
any of the Shares, deposit any Shares into a voting trust or enter into
a voting agreement with respect to such Shares. Notwithstanding the
foregoing, the Stockholder may transfer his or its Shares if such
transferee becomes a party to and bound by all of the terms of this
Agreement.
(b) He will not enter into any transaction, take any action,
or directly or indirectly cause any event to occur that would result in
any of the representations or warranties of the Stockholder herein
contained not being true and correct at and as of the time immediately
after the occurrence of such transaction, action or event.
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3. REPRESENTATIONS AND WARRANTIES. The Stockholder represents
and warrants with respect to himself and the Shares he owns that:
(a) He is the record or beneficial owner of the number of
Shares set forth on Schedule A opposite his name and, except for the
Shares, he is not the record or beneficial owner of any shares of the
Acquiror Common Stock.
(b) This Agreement has been duly executed and delivered by the
Stockholder and constitutes the legal, valid and binding obligation of
the Stockholder, enforceable against the Stockholder in accordance with
its terms. Neither the execution and delivery of this Agreement nor the
consummation by the Stockholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with,
any contract, trust, commitment, agreement, understanding, arrangement
or restriction of any kind to which the Stockholder is a party or bound
or to which the Shares are subject which would materially impair the
ability of the Stockholder to perform hereunder. Consummation by the
Stockholder of the transactions contemplated hereby will not violate,
or require any consent, approval, or notice under, any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to
the Stockholder or the Shares, except for any filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the filing of an amendment to the Schedules 13D, if any, filed by the
Stockholder with respect to the Acquiror Common Stock.
(c) The Shares owned by him and the certificates representing
such Shares are now and at all times during the term hereof will be
held by the Stockholder or by a nominee or custodian for his benefit,
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.
(d) No broker, investment banker, financial adviser or other
person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
such Stockholder.
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4. CERTAIN EVENTS. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Shares owned by him and shall
be binding upon any person or entity to which legal or beneficial ownership of
such Shares shall pass, whether by operation of law or otherwise, including
without limitation such person's heirs, guardians, administrators or successors.
In the event of any stock split, stock dividend, merger, reorganization,
recapitalization or other change in the capital structure of the Company
affecting the Acquiror Common Stock, or the acquisition of additional shares of
Acquiror Common Stock by the Stockholder, this Agreement and the obligations
hereunder shall attach to any additional shares of Acquiror Common Stock or
other voting securities of the Company issued to or acquired by the Stockholder.
In the event of a stock dividend or distribution, or any change in Acquiror
Common Stock by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be deemed
to refer to and include the Shares as well as all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
may be changed or exchanged.
5. SPECIFIC ENFORCEMENT OF VOTING AGREEMENT. The Stockholder
expressly acknowledges that damages alone will not be adequate remedy for any
breach by the Stockholder of this Agreement and that Acquiror, in addition to
any other remedies it may have, will be entitled as a matter of right, to
injunctive relief, including specific performance, in any court of competent
jurisdiction with respect to any actual or threatened breach by the Stockholder
of the provisions of this Agreement.
6. TERMINATION. This Agreement, and all rights and obligations
of the parties hereunder, shall terminate upon the first to occur of (a) the
consummation of the Merger, (b) January 15, 1998, or (c) the date of termination
of the Merger Agreement by any of the parties thereto.
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7. MISCELLANEOUS.
(a) All communication under this Agreement shall be in writing
and shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice):
If to Stockholder:
c/o Tel-Save Holdings, Inc.
6805 Route 202
New Hope, Pennsylvania 18938
Attention: Daniel Borislow
Telecopy: (215) 862-1083
with a copy to:
Arnold & Porter
399 Park Avenue
New York, New York 10022
Attention: Jonathan C. Stapleton
If to the Company:
Shared Technologies Fairchild Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Attention: Kenneth Dorros
Telecopy: (860) 258-2455
with a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: James J. Clark, Esq.
Telecopy: (212) 269-5420
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) This Agreement constitutes the entire agreement relating
to the subject matter covered herein, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise, by any of the parties without
the prior written consent of the other parties, except that this
Agreement shall be binding upon the Stockholder and his successors and
assigns and except as provided in Section 2(a).
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(e) The construction and performance of this Agreement will be
governed by the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
(f) If any term, provision, covenant or restriction herein, or
the application thereof to any circumstance, shall, to any extent, be
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any
way be affected, impaired or invalidated, and shall be enforced to the
fullest extent permitted by law.
(g) The Stockholder agrees that irreparable damage would occur
and that Acquiror would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that Acquiror shall be entitled to an injunction
or injunctions to prevent breaches by any Stockholder of this Agreement
and to enforce specifically the terms and provisions of this Agreement
in any court, in addition to any other remedy to which it is entitled
at law or in equity. In addition, each of the parties hereto (i)
consents to submit such party to the personal jurisdiction of any
Federal court located in the State of Delaware or any Delaware state
court in the event any dispute arises out of this Agreement or any of
the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (iii) agrees that such
party will not bring any action relating to this Agreement of any of
the transactions contemplated hereby in any court other than a Federal
court sitting in the State of Delaware or a Delaware state court.
(h) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless is shall be in
writing and signed by such party.
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(i) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be duly executed all as of the day and year first above written.
/s/ Daniel Borislow
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Name: Daniel Borislow
Title: Chairman and Chief
Executive Officer
SHARED TECHNOLOGIES FAIRCHILD INC.
By: /s/ Anthony Autorino
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Name: Anthony Autorino
Title: Chairman and Chief
Executive Officer
SCHEDULE A
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STOCKHOLDER NUMBER OF SHARES OWNED
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Daniel Borislow 15,249,000