AGREEMENT
AGREEMENT, dated as of December 22, 1997, by and among
Xxxxxxx Xxxxx, Xxxxx-Xxxx Xxxxxx and Xxxxxxxx Xxxxxxxxxx (the "Stockholders"),
IAT AG, a corporation organized under the laws of Switzerland ("IAT AG") and
IAT Multimedia, Inc., a corporation organized under the laws of Delaware
("Multimedia").
W I T N E S S E T H
WHEREAS, the Stockholders own shares of the Common Stock,
par value $.01 per share (the "Common Stock") of Multimedia;
WHEREAS, the Stockholders have guaranteed (the "Guarantee")
certain indebtedness of IAT AG to Swiss Bank Corporation in the amount of
1,900,000 Swiss Francs (the "Indebtedness");
WHEREAS, Multimedia is repaying such Indebtedness amounting
to 1,341,449.82 Swiss Francs as of October 30, 1997 on behalf of IAT AG and
Swiss Bank Corporation has assigned the Guarantee to Multimedia effective upon
full repayment of the Indebtedness to Swiss Bank Corporation; and
WHEREAS, the Stockholders wish to pledge the proceeds of the
sale of an aggregate of 120,000 shares of their Common Stock to Multimedia in
satisfaction of their obligations under the Guarantee.
NOW, THEREFORE, in consideration of the foregoing and
intending to be legally bound, the undersigned hereby agree as follows:
SECTION 1. Each of the Stockholders hereby agrees (i) to execute an
agreement with respect to the opening of an account in the Stockholder's name
(the "Accounts") at Royce Investment Group ("Royce"), (ii) to deliver promptly
the stock certificates representing 50,000 shares of Common Stock in the case
of each of Messrs. Xxxxxx and Xxxxx and 20,000 shares of Common Stock in the
case of Mr. Holthuizen (collectively, the "Shares") for deposit in the
Accounts, and (iii) to individually give instruction to Royce to sell,
transfer or otherwise transfer such Shares on their behalf as promptly as
possible subject to (i) the Lock-up Agreements dated as of December 22, 1997
between each of the Stockholders and Royce, (ii) the Stockholders' Agreement
dated as of February 27, 1997, and (iii) any applicable laws. Any proceeds
from the sale, transfer or other disposition of such Shares will secure their
performance under the Guarantee of the Indebtedness, up to a maximum of
1,375,000 Swiss Francs. Upon compliance with the provision of this Section 1,
Multimedia agrees to release the Stockholders from their obligations under the
Guarantee (to the extent that such obligations have been assigned to
Multimedia) and undertakes to deliver the original documents evidencing the
Guarantee upon receipt from Swiss Bank Corporation.
SECTION 2. In addition, the Stockholders hereby agree not to form a
"group" as such term is defined in Section 13 of the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder.
SECTION 3. This Agreement will terminate upon the receipt by
Multimedia of a total of 1,375,000 Swiss Francs in net proceeds from the sale,
pledge, transfer or other disposition of the Shares. Upon termination, any
remaining Shares and any proceeds from the sale of Shares in excess of the
amounts required in the preceeding sentence shall be released from this
Agreement and be delivered to the Stockholders.
SECTION 4. The parties recognize that Multimedia would be irreparably
harmed if the Stockholders do not perform their obligations under this
Agreement and that the damages could be hard to determine. The Stockholders
hereby, jointly and severally, agree to pay Multimedia the sum of 2,000,000
Swiss Francs in the aggregate if the Stockholders do not perform their
obligations under this Agreement.
SECTION 5. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument.
SECTION 6. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
SECTION 7. This Agreement shall be governed by and construed under
the laws of the State of New York, disregarding New York principles of
conflicts of laws which would otherwise provide for the application of the
substantive laws of another jurisdiction. The parties agree that all actions
or proceedings arising in connection with this Agreement shall be tried and
litigated only in the State of New York. The parties waive any right they may
have to assert the doctrine of forum non conveniens or to object to such
venue, and hereby consent to court ordered relief.
SECTION 8. The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Vertical.
SECTION 9. Any term of this Agreement may be amended only by the
written consent of Vertical and the party or parties to be bound.
SECTION 10. This effectiveness of this Agreement is subject to (i)
the approval of Royce pursuant to the Lockup Agreements between each
Stockholder and Royce and (ii) the approval of Vertical Financial Holdings
Establishment ("Vertical") pursuant to the Stockholders' Agreement among
Vertical, the Stockholders and certain other parties.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
IAT MULTIMEDIA, INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Co-Chairman
IAT AG
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Co-Chairman
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXX
/s/ Xxxxx-Xxxx Xxxxxx
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XXXXX-XXXX XXXXXX
/s/ Xxxxxxxx Xxxxxxxxxx
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XXXXXXXX XXXXXXXXXX
AGREED TO:
VERTICAL FINANCIAL HOLDINGS ESTABLISHMENT
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx
Name: Chairman
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