AGREEMENT
Exhibit B — Agreement Among AHI, ACI and AHI Diversified
THIS AGREEMENT (this “Agreement”) is entered into as of December 30, 2008 by and among XXXXX
HOLDING INC., a Delaware corporation (“AHI”), and XXXXX & COMPANY INCORPORATED, a New York
corporation (“ACI” and collectively with AHI, the “Contributing Stockholders”) and AHI DIVERSIFIED
INVESTMENTS INC., a Delaware corporation (the “Company”).
WHEREAS, simultaneously with the execution of this agreement, the Contributing Stockholders
have executed a Contribution Agreement dated as of the date hereof (the “Contribution Agreement”),
pursuant to which AHI and ACI contributed to the Company 30,655 and 2,022,558 shares, respectively,
of Convera Corporation Common Stock (the “Shares”); and
WHEREAS, as a condition to the transactions contemplated by the Contribution Agreement, the
Contributing Stockholders and the Company have agreed to execute this Agreement in order to provide
the Contributing Stockholders with certain rights with respect to the Shares contributed to the
Company;
NOW THEREFORE, the parties hereby agree as follows:
1. RIGHTS WITH RESPECT TO THE SHARES.
a. Notwithstanding anything to the contrary contained herein or the Contribution Agreement,
the Company agrees that for so long as the Shares are held by the Company, each Contributing
Stockholder shall hold the exclusive right and power to vote and/or dispose of the Shares
contributed by such Contributed Stockholder on the Company’s behalf and to exercise all other
additional powers and rights relating or pertaining to the Shares. The rights conveyed pursuant to
this Section 1.a. shall also apply to any securities or other assets (other than cash) which may be
distributed to the Company as a dividend or distribution on the Shares and other distributions made
on or in respect to the Shares, whether resulting from a subdivision, combination or
reclassification of the Shares, or received in exchange for the Shares or any part thereof, or as
result of any merger, consolidation, acquisition or other exchange to which the Shares are
involved. The Company covenants that it will not, by amendment of its charter or through
reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but
will at all times in good faith assist in the carrying out of all such terms and in the taking of
all such action as may be necessary or appropriate in order to protect the rights of the
Contributing Stockholders hereunder against impairment.
b. In order to effectuate the grant of rights and powers contemplated by Section 1.a., the
Company has, or will hereafter, execute and deliver, or cause to be executed and delivered, all
such documents or instruments as the parties and their respective counsel shall reasonably deem
necessary or appropriate.
c. Subject to Section 1.a. above, the Company shall be entitled to receive and retain
dividends or distributions paid on the Shares including without limitation, cash, stock and
liquidating dividends, distributions of property, returns of capital and other distributions made
on or in respect to the Shares, whether resulting from a subdivision, combination or
reclassification of the Shares, or received in exchange for the Shares or any part thereof, or as
result of any merger, consolidation, acquisition or other exchange to which the Shares are
involved, and any and all cash or other property received in exchange for or redemption of any of
the Shares, or if delivered to the Contributing Shareholder shall be held in trust for the Company
and shall be forthwith delivered to the Company and be considered as part of the Shares contributed
pursuant to the Contribution Agreement for all purposes.
2. MISCELLANEOUS PROVISIONS.
a. Amendment and Modification. This Agreement may only be amended, modified, or supplemented
by written agreement of the parties hereto.
b. Waiver of Compliance; Consents. Any failure of a party to comply with any obligation,
covenant, agreement, or condition herein may be waived by the other party; provided, however, that
any such waiver may be made only by a written instrument signed by the party granting such waiver,
but such waiver or failure to insist upon strict compliance with such obligation, covenant,
agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent shall be given in writing in a manner consistent with the
requirements for a waiver of compliance as set forth in this Section 2.b., with appropriate notice
in accordance with Section 2.f. of this Agreement.
c. Assignment. This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Subject to the Stockholders Agreement (as defined in the Contribution Agreement), any party may
assign any of its rights hereunder, but no such assignment shall relieve it of its obligations
hereunder. Nothing in this Agreement, expressed or implied, is intended or shall be construed to
confer upon any person other than the parties, any successors and permitted assigns, any rights,
remedy, or claim under or by reason of this Agreement or any provisions herein contained.
d. Governing Law. The laws of the State of Delaware shall govern the validity of this
Agreement, the construction of its terms, and the interpretation of the rights and duties arising
hereunder.
e. Waiver of Jury Trial. The parties hereto irrevocably waive to the extent permitted by law,
all rights to trial by jury and all rights to immunity by sovereignty or otherwise in any action,
proceeding or counterclaim arising out of or relating to this Agreement.
f. Notices. All notices and other communications hereunder shall be in accordance with the
Stockholders’ Agreement.
g. Specific Performance. Each of the parties acknowledge that money damages would not be a
sufficient remedy for any breach of this Agreement and that irreparable harm would result if this
Agreement were not specifically enforced. Therefore, the rights and obligations of the parties
under this Agreement shall be enforceable by a decree of specific performance issued by any court
of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in
connection therewith. A party’s right to specific performance shall be in addition to all other
legal or equitable remedies available to such party.
h. Headings. The article and section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
i. Entire Agreement. This Agreement, including the exhibits, schedules, and other documents
and instruments referred to herein, together with the Contribution Agreement and Stockholders
Agreement and the other agreements executed in connection therewith, embodies the entire agreement
and understanding of the parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to
such subject matter.
j. Severability. If any one or more provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision of this Agreement, but this
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
k. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument and shall
become a binding Agreement when one or more of the counterparts have been signed by each of the
parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.
| AHI DIVERSIFIED INVESTMENTS INC. | ||||
By: |
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| XXXXX HOLDING INC. | ||||
By: |
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| Name: | ||||
| Time: | ||||
| XXXXX & COMPANY INCORPORATED | ||||
By: |
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| Name: | ||||
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