VOTING AND SUPPORT AGREEMENT
This Voting and Support Agreement (this "Agreement") is dated as of
March 16, 2000, between Amherst Computer Products Southwest, LP, a Texas limited
partnership ("Amherst Southwest"), and James H. Long ("Long").
BACKGROUND
A. Amherst Southwest and Allstar Systems, Inc., a Delaware corporation
("Allstar"), are entering into an Asset Purchase Agreement concurrently herewith
(the "Asset Purchase Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Asset Purchase Agreement.
B. Long is the owner of a majority of the outstanding voting shares in
Allstar, and desires to enter into the agreements set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, Amherst Southwest and Long agree as follows.
AGREEMENTS
1. Representations and Warranties of Long. Long represents and warrants
to Amherst Southwest that the statements contained in this Section 1 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 1).
(a) Authorization. Long has full power and authority to execute and
deliver this Agreement and to perform his obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Long, enforceable in
accordance with its terms and conditions except as such enforcement may be
limited by bankruptcy, insolvency, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity.
(b) Noncontravention. Neither the execution and the delivery of
this Agreement by Long, nor the performance by Long of his obligations
hereunder, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, stipulation, ruling, or other restriction
of any government, governmental agency, or court to which Long is subject or
(ii) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Long is a party, by which he
is bound or to which any of his assets is subject.
(c) Majority Status. Long owns legally and beneficially a majority
of the issued and outstanding shares of Allstar having voting rights (the
"Majority Shares").
2. Covenants of Long.
(a) Majority Approval. Long agrees to vote all of the Majority
Shares in favor of the Asset Purchase Agreement and the transactions
contemplated thereby, subject to termination of this Agreement as provided in
Section 3 below.
(b) Exclusivity. From the date of this Agreement through the Closing
Date, Long will not (1) solicit, initiate, or encourage the submission of any
proposal or offer from any Person relating to the acquisition of any capital
stock or other voting securities, or any substantial portion of the assets, of
Allstar or the CP Division or the El Paso IT Business (including any acquisition
structured as a merger, consolidation, or share exchange, but excluding from the
prohibitions of this subsection (1) any sale or other disposition of the assets
of Allstar's Telecom Division) or (2) participate in any discussions or
negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Long will notify Amherst Southwest in
writing on the next Business Day if any Person makes any proposal, offer,
inquiry, or contact with respect to any of the foregoing.
(c) Press Releases and Public Announcements. Long shall not issue
any press release or make any public announcement relating to the subject matter
of the Asset Purchase Agreement prior to the Closing without the prior written
approval of Amherst Southwest; provided, however, that Long may make any public
disclosure which, in the written opinion of counsel to Long, is required by
applicable law or any listing or trading agreement concerning the
publicly-traded securities of Allstar (in which case Long will advise Amherst
Southwest and provide Amherst Southwest with a copy of such opinion of counsel
prior to making the disclosure).
(d) General. If any further action is necessary or desirable to
carry out the purposes of this Agreement, each of the parties will take such
further action (including the execution and delivery of such further instruments
and documents) as the other party reasonably requests.
3. Termination. This Agreement shall terminate if and only if (a) the
Closing of the transactions contemplated by the Asset Purchase Agreement shall
have occurred; (b) the Asset Purchase Agreement is terminated prior to the
Closing in accordance with and pursuant to the terms thereof; or (c) the parties
enter into a written agreement to terminate it.
4. General Terms.
(a) No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
(b) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral, to the
extent they related in any way to the subject matter hereof.
(c) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. Long may not assign either this Agreement or
any of his rights, interests, or obligations hereunder without the prior written
approval of Amherst Southwest. Amherst Southwest may assign any or all of its
rights and interests hereunder to one or more of its Affiliates, and designate
one or more of its Affiliates to perform its obligations hereunder (in any or
all of which cases Amherst Southwest nonetheless shall remain liable and
responsible for the performance of all of its obligations hereunder).
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(e) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to Long: c/o Allstar Systems, Inc.
6401 Southwest Freeway
Houston, TX 77074
Attention: James H. Long
If to Amherst Southwest: Amherst Computer Products Southwest, LP
c/o Amherst Technologies, L.L.C.
10 Columbia Drive
Amherst, NH 03031
Attn: Chief Financial Officer
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above (using any
other means, including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any Party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with domestic laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.
(g) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by
Amherst Southwest and Long. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(h) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(i) Expenses. Each of the parties will bear his or its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(j) Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.
(k) Specific Performance. Each of the parties acknowledges and
agrees that the other party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the parties agrees that
the other party shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
parties and the matter, in addition to any other remedy to which they may be
entitled, at law or in equity.
(l) Individual Capacity. The parties hereto acknowledge and agree
that the representations, warranties and agreements of Long contained in this
Agreement are made by Long in his individual capacity and not on behalf of
Allstar, and not in his capacity as an officer, director or employee of Allstar.
*****
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
AMHERST COMPUTER PRODUCTS SOUTHWEST, LP
By: /s/Gerald Birin
Title: Chief Financial Officer
/s/James H. Long
James H. Long