Comfort Systems USA, Inc.
0000 Xxxxxxx -Xxxxx 000X
Xxxxxxx, Xxxxx 00000
May 8, 1997
To the Stockholders of the Companies
Reference is made to those certain Agreements and Plans of Organization (the
"Agreements"), each dated as of March 18, 1997, by and among the parties as
reflected on Exhibit A attached hereto. Each of the undersigned hereby agrees,
and Comfort Systems USA, Inc., a Delaware corporation ("Comfort"), hereby agrees
with respect to Section 5, as follows:
1. NONCOMPETITION. Each of the undersigned hereby agrees to adhere to and
be bound by the terms, covenants, restrictions, prohibitions and limitations of
Section 13 of the Agreements as if each of the undersigned was a STOCKHOLDER as
defined therein.
2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Each of the undersigned
hereby agrees to adhere to and be bound by the terms, covenants, restrictions,
prohibitions and limitations of Section 14.1, 14.3 and 14.4 of the Agreements as
if each of the undersigned was a STOCKHOLDER as defined therein, and agrees to
adhere to and be bound by the terms, covenants, restrictions, prohibitions and
limitations of Sections 14.2, 14.3 and 14.4 of the Agreements as if each was
COMFORT and NEWCO as defined therein.
3. TRANSFER RESTRICTIONS. Each of the undersigned hereby agrees to adhere
to and be bound by the terms, covenants, restrictions, prohibitions and
limitations of Section 15 of the Agreements with respect to all of the shares of
Comfort Common Stock owned of record by each of the undersigned as of the
Funding and Consummation Date (as defined in the Agreements) as if each of the
undesigned was a STOCKHOLDER as defined therein. Each of the undersigned
expressly acknowledges and agrees that the stock certificates evidencing
Stockholders of the Companies
May 8, 1997
Page 2
all of such shares shall bear the restrictive legend contained in Section 15.1
of the Agreements.
4. FEDERAL SECURITIES ACT REPRESENTATIONS. Each of the undersigned hereby
agrees to adhere to and be bound by the terms, covenants, restrictions,
prohibitions and limitations of Section 16 of the Agreements with respect to all
of the shares of Comfort Common Stock owned of record by the undersigned as of
the Funding and Consummation Date as if each of the undesigned was a STOCKHOLDER
as defined therein. Further, each of the undersigned expressly acknowledges and
agrees that the stock certificates evidencing all of such shares shall bear the
restrictive legend contained in Section 16.1 of the Agreements.
5. REGISTRATION RIGHTS. Comfort hereby grants each of the undersigned the
same piggyback registration rights set forth in Section 17.1 of the agreements
granted to the STOCKHOLDERS (as defined in the Agreements), subject to the
terms, covenants, restrictions, prohibitions and limitations of Sections 17.3,
17.4 and 17.5 of the Agreements, which the undersigned agree to adhere to and to
be bound by.
6. COUNTERPARTS. This letter may be executed simultaneously in two (2) or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first above written.
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Xxxx X. Xxxxxxxx
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X. Xxxxxx Xxxxxxxxxxxxx
Stockholders of the Companies
May 8, 1997
Page 3
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Xxxxxx X. Xxxxxx
Notre Capital Ventures, II L.L.C.
By:__________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
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X. Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxxx, XXX
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Xxxxx Xxxxxx
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Xxxxxx X. Xxxxx
Stockholders of the Companies
May 8, 1997
Page 4
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Xxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxx
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Xxxxxxx XxXxxx
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Xxxxxxxxx Xxxx
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Xxxx Xxxxxxxxxxx, Xx.
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Xxxxxxxx Xxxxxx
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Norton Family Trust, Xxxx X. Xxxxxx, Trustee
Stockholders of the Companies
May 8, 1997
Page 5
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Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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Xxx Xxxxxx
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Xxxxxxxx Xxxxxxxxxx
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Infoscope Partners, Inc.
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Xxxxxxx Xxxxx
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Xxxxxx X. Xxxxxxx
Stockholders of the Companies
May 8, 1997
Page 6
ACCEPTED AND AGREED, as of the day and year first above written as to Section 5.
COMFORT SYSTEMS USA, INC.
By:___________________________________
Stockholders of the Companies
May 8, 1997
Page 7
EXHIBIT A
Quality Air Heating and Cooling, Inc.
Tri-City Mechanical, Inc.
Atlas Air Conditioning Co.
X.X. Xxxxxxxx Co., Inc.
Accurate Air Systems, Inc.
Contract Service Inc.
Tech Heating and Air Conditioning, Inc.
Western Building Services, Inc.
Eastern Heating and Cooling, Inc.
Seasonair, Inc.
Standard Heating and Air Conditioning Co.
Freeway Heating and Air Conditioning, Inc.
