STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of February 27, 1997, by and
among IAT Multimedia, Inc., a Delaware corporation (the "Company"), Walther Glas
GmbH, a corporation organized under the laws of Germany ("Walther Glas"), Xxxxxx
Xxxx, Xxxxx-Xxxx Xxxxxx (collectively, the "Registration Rights Group"),
Vertical Financial Holdings, a Delaware corporation ("Vertical"), and the other
undersigned holders of shares of Common Stock, par value $.01 per share (the
"Common Stock"), and/or shares of Series A Convertible Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), each of the Company.
W I T N E S S E T H
WHEREAS, the Company has proposed to enter into an
Underwriting Agreement with the several underwriters (the "Underwriters")
providing for the public offering (the "Public Offering") by the Underwriters,
including Royce Investment Group, Inc. ("Royce") as Representative of the
Underwriters (the "Representative"), of shares of Common Stock;
WHEREAS, in connection with such Public Offering, all of the
holders of Common Stock and Series A Preferred Stock deemed it to be in the best
interests of the Company to enter into this Agreement; and
WHEREAS, the Company has entered into Registration Rights
Agreements with each of Walther Glas, Xxxxxx Xxxx and Xxxxx-Xxxx Xxxxxx, dated
as of February 27, 1997 (collectively, the "Registration Rights Agreements").
NOW, THEREFORE, in consideration of the foregoing and
intending to be legally bound, the undersigned hereby agree as follows:
SECTION 1. For a period commencing on the date hereof and ending 24
months after the date of the final prospectus relating to the Public Offering
(the "Effective Time"), the Registration Rights Group will not, without the
prior written consent of Vertical, (i) Sell (as defined herein) or otherwise
dispose of any shares of Common Stock, (ii) make any demand for or exercise any
right with respect to the registration of any shares of Common Stock pursuant to
any of the Registration Rights Agreements or (iii) seek the consent of the
Representative for any transaction described in (i) or (ii) pursuant to any of
the "lock-up" agreements entered into by each member of the Registration Rights
Group and Royce in connection with the Public Offering. "Sale" shall mean any
offer, pledge, contract to sell, sale of any option or contract to purchase,
purchase of any option or contract to sell, grant of any option, right or
warrant to purchase, or other direct or indirect transfer or disposition of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or warrants or the entering into of any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the shares of Common Stock owned by the
undersigned, whether any such transaction is to be settled by delivery of shares
of Common Stock or such other securities, in cash or otherwise. "Sell" shall
have a commensurate meaning with Sale.
SECTION 2. During the Effective Time, the undersigned stockholders,
except for Vertical and each member of the Registration Rights Group (the
"Remaining Stockholders"), will not, without the prior written consent of
Vertical and each member of the Registration Rights Group, (i) Sell or otherwise
dispose of any shares of Common Stock or (ii) seek the consent of the
Representative to Sell or otherwise dispose of any shares of Common Stock
pursuant to any of the "lock-up" agreements entered into by each of the
Remaining Stockholders and Royce in connection with the Public Offering.
SECTION 3. During the Effective Time, the undersigned stockholders will
not Sell or otherwise dispose of any shares of Common Stock unless the acquiror
(and any subsequent acquirors) of such shares becomes a party to this
Stockholders' Agreement.
SECTION 4. It is understood that the certificates evidencing the shares
of Common Stock held by the undersigned stockholders will bear, among others,
the following legend:
"THESE SECURITIES ARE SUBJECT TO THE STOCKHOLDERS' AGREEMENT,
DATED AS OF FEBRUARY 27, 1997, BY AND AMONG IAT MULTIMEDIA, INC.,
WALTHER GLAS, GmbH, XXXXXX XXXX, XXXXX-XXXX XXXXXX, VERTICAL FINANCIAL
HOLDINGS AND CERTAIN OTHER HOLDERS OF COMMON STOCK AND/OR SERIES A
CONVERTIBLE PREFERRED STOCK, EACH OF IAT MULTIMEDIA, INC., AND ANY
TRANSFER OF THESE SECURITIES IS SUBJECT TO SUCH STOCKHOLDERS'
AGREEMENT."
SECTION 5. This Stockholders' 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.
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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.
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IN WITNESS WHEREOF, the undersigned have executed this
Stockholders' Agreement as of the date first above written.
IAT MULTIMEDIA, INC. BEHALA ANSTALT
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxx Xxxx
------------------------------ --------------------------------
Name: Xxxxxx Xxxx Name:
Title: Chief Executive Officer Title:
VERTICAL FINANCIAL HOLDINGS HENILIA FINANCIAL LIMITED
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxx
------------------------------ --------------------------------
Name: Xxxxx Xxxx Name:
Title: Director Title:
WALTHER GLAS GmbH LUPIN INVESTMENT SERVICES Ltd.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxx
------------------------------ --------------------------------
Name: Xxxxxx Xxxxxxx Name:
Title: CEO Title:
X. XXXXX HANDEL GmbH
/s/ Xxxxxx Xxxx
--------------------------------
By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Owner and CEO
/s/ Xxxxx-Xxxx Xxxxxx
--------------------------------
Xxxxx-Xxxx Xxxxxx
bmp MANAGEMENT CONSULTANT
GmbH
By: /s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxx
------------------------------ --------------------------------
Name: Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx
Title: Managing Director
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/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------ ------------------------------
Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Gudauski
------------------------------ ------------------------------
Xxxxxx Xxxxxxx Xxxxxxx Gudauski
/s/ C.M. Leffering
/s/ Xxxxx Xxxxxx ------------------------------
------------------------------ Christian Leffering
Xxxxx Xxxxxx
/s/ Xxx Xxxxx
/s/ Xxxxxxx Xxxxx ------------------------------
------------------------------ Xxx Xxxxx
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxx
/s/ C. Holthuizen ------------------------------
----------------------------- Xxxxxxx Xxxxxx
C. Holthuizen
/s/ Avi Xxxxxx
------------------------------
/s/ X. Xxxxxxx Avi Xxxxxx
------------------------------
X. Xxxxxxx
XXXXX CONSULT AG
/s/ X.X. Xxxxxxx
------------------------------
X.X. Xxxxxxx
By: /s/ X. Xxxxx
---------------------------
Name: X. Xxxxx
/s/ A. Frutterer Title: CEO
------------------------------
A. Frutterer
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