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EXHIBIT 4.3.6
MARKET STAND-OFF AGREEMENT
This Market Stand-Off Agreement (this "Agreement") is entered into as
of July 29, 1997 by Access Beyond, Inc., Inc., a Delaware corporation ("Access
Beyond") and Lao Hotel (H.K.)
Limited ("Shareholder").
RECITALS
A. Access Beyond and Xxxxx Microcomputer Products, Inc., a Georgia
corporation ("Xxxxx"), are entering into an Agreement and Plan of Reorganization
of even date herewith (as amended from time to time, the "Merger Agreement"),
which provides (subject to the conditions set forth therein) for the merger of a
wholly owned subsidiary of Access Beyond ("Newco") with and into Xxxxx in a
reverse triangular merger (the "Merger"), with Xxxxx to be the surviving
corporation of the Merger. Capitalized terms used but not otherwise defined in
this Agreement have the meanings ascribed to such term in the Merger Agreement.
B. As of the date hereof, Shareholder owns in the aggregate (including
shares held both beneficially and of record and other shares held either
beneficially or of record) the number of shares of the Common Stock, the Series
A Preferred Stock and the Series B Preferred Stock of Xxxxx set forth below
Shareholder's name on the signature page hereof (all such shares, together with
any shares of the Common Stock, the Series A Preferred Stock, the Series B
Preferred Stock or other shares of capital stock of Xxxxx that may hereafter be
acquired by Shareholder, being referred to herein as the "Subject Shares").
C. As a condition to closing the Merger and other transactions
contemplated by the Merger Agreement, Access Beyond has required that
Shareholder agree to enter into this Agreement.
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound, agree as follows:
1. MARKET STAND-OFF
Shareholder hereby covenants and agrees that, prior to ninety
(90) days after the Effective Time of the Merger (the "Stand-Off Period"),
Shareholder will not, directly or indirectly, (i) offer, sell, offer to sell,
contract to sell, pledge, grant any option to purchase or otherwise dispose of
or transfer (or announce any offer, sale, offer of sale, contract of sale or
grant of any option to purchase or other disposition or transfer of) any of the
Access Beyond Securities (as defined below) to any Person, (ii) create or permit
to exist any encumbrance on any of the Access Beyond Securities or (iii) reduce
its beneficial ownership of, interest in, or risk relating to, any of the Access
Beyond Securities. As used in this Agreement, the term "Access Beyond
Securities" shall mean all shares of capital stock of Access Beyond received by
Shareholder in the Merger or otherwise acquired or held by Shareholder.
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2. MISCELLANEOUS
2.1 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
2.2 ENTIRE AGREEMENT. This Agreement and any documents delivered by the
parties in connection herewith constitute the entire agreement between the
parties with respect to the subject matter hereof and thereof and supersedes all
prior agreements and understandings between the parties with respect thereto.
2.3 NOTICES. All notices, approvals, consents, requests and other
communications that any party is required or elects to give hereunder shall be
in writing and shall be deemed to have been given (a) upon personal delivery
thereof, including by appropriate international courier service, five (5) days
after delivery to the courier or, if earlier, upon delivery against a signed
receipt therefor or (b) upon transmission by facsimile or telecopier, which
transmission is confirmed, in either case addressed to the party to be notified
at the address set forth below or at such other address as such party shall have
notified the other parties hereto, by notice given in conformity with this
Section 2.3:
(a) If to Access Beyond:
Access Beyond, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: President/CEO
Facsimile: (000) 000-0000
with a copy to:
Morrison, Cohen, Singer & Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Shareholder:
Lao Hotel (H.K.) Limited
c/x Xxxxxxx GTS Limited
000 Xxxx Xxxxxx #00-00
Xxxxxxxxx 000000
Attention: Xx. Xxxxxx Xxx
Facsimile: 000 00 000-0000
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with a copy to:
Jackson, Tufts, Xxxx & Black
00 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
Facsimile: (000) 000-0000
Any party hereto may change its address specified for notices herein by
designating a new address by notice in accordance with this Section 2.3.
2.4 AMENDMENT AND WAIVERS. Any term or provision of this Agreement may
be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only by a writing signed by the parties to be bound thereby. The
waiver by a party of any breach hereof or default in the performance hereof will
not be deemed to constitute a waiver of any other default or any succeeding
breach or default.
2.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other party. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of (i) Shareholder and his heirs, successors and assigns, and (ii)
Access Beyond and its successors and assigns.
2.6 OTHER AGREEMENTS. Nothing in this Agreement shall limit any of the
rights or remedies of Access Beyond of any of the obligations of Shareholder
under any Affiliate Agreement between Access Beyond and Shareholder or any other
instrument.
2.7 GOVERNING LAW. The internal laws of the State of Georgia
(irrespective of its choice of law principles) will govern the validity of this
Agreement, the construction of its terms, and the interpretation and enforcement
of the rights and duties of the parties hereto.
2.8 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be an original as regards any party whose name appears thereon and
all of which together will constitute one and the same agreement. This Agreement
will become binding when one or more counterparts hereof, individually or taken
together, bear the signature of all parties reflected hereon as signatories.
2.9 XXXXX SHAREHOLDER AGREEMENT. Shareholder acknowledges that the
execution hereof by Shareholder and the execution by any other shareholders of
Xxxxx of similar agreements in connection with the Merger, is not a violation
of, and, in particular, does not constitute a "transfer" under, the Shareholder
Agreement among the shareholders of Xxxxx dated April 16, 1996. Shareholder
further acknowledges and agrees that the Merger and the transactions
contemplated thereby and by this Market Stand-Off Agreement do not constitute
any liquidation or redemption event applicable to the Subject Shares under the
Articles of Incorporation, Bylaws or other organizational documents of Xxxxx, or
contracts to which such Shareholder is a party.
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IN WITNESS WHEREOF, Access Beyond and Shareholder have caused
this Market Stand-Off Agreement to be executed as of the date first written
above.
ACCESS BEYOND, INC.
By:_______________________________________
Name:
Title:
SHAREHOLDER:
LAO HOTEL (H.K.) LIMITED
By:_______________________________________
Xxxxxx Xxx
Address of Shareholder's counsel, if any,
for copy of Notices under Section 2.3:
Jackson, Tufts, Xxxx & Black
00 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
Facsimile: (000) 000-0000
Number of Shares of Xxxxx
Common Stock owned as of 367,500
the date hereof:____________________________
Number of Shares of Xxxxx
Series A Preferred Stock owned None
as of the date hereof:______________________
Number of Shares of Xxxxx
Series B Preferred Stock owned None
as of the date hereof:______________________
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EXHIBIT C-3
FORM OF XXXXX AFFILIATE AGREEMENT
This Xxxxx Affiliate Agreement (this "Affiliate Agreement") is made and
entered into as of __________, 1997 (the "Effective Date") among Access Beyond,
Inc., a Delaware corporation ("Access Beyond"), Xxxxx Microcomputer Products,
Inc., a Georgia corporation ("Xxxxx") and ____________________________
("Shareholder") who is an affiliate of Xxxxx.
RECITALS
A. This Affiliate Agreement is entered into pursuant to that certain
Agreement and Plan of Reorganization dated as of July 29, 1997 between Access
Beyond and Xxxxx (as such may be amended the "Merger Agreement") which provides
(subject to the conditions set forth therein) for the merger of a wholly owned
subsidiary of Access Beyond ("Newco") with and into Xxxxx in a reverse
triangular merger (the "Merger"), with Xxxxx to be the surviving corporation of
the Merger, all pursuant to the terms and conditions of the Merger Agreement and
the Agreement of Merger to be entered into between Newco and Xxxxx in the form
attached to the Merger Agreement (the "Agreement of Merger"). The Merger
Agreement and the Agreement of Merger are collectively referred to herein as the
"Merger Agreements." Capitalized terms used but not otherwise defined in this
Affiliate Agreement have the meanings ascribed to such terms in the Merger
Agreement.
B. The Merger Agreements provide that, in the Merger, the shares of
Xxxxx Common Stock and shares of Xxxxx Series A Preferred Stock that are issued
and outstanding at the Effective Time of the Merger will be converted into
shares of Access Beyond Common Stock and the shares of Xxxxx Series B Preferred
Stock that are issued and outstanding at the Effective Time of the Merger will
be converted into shares of Access Beyond Series A Stock, all as more
particularly set forth in the Merger Agreement
C. Shareholder understands that Shareholder is deemed an "affiliate" of
Xxxxx within the meaning of the Securities Act of 1933, as amended (the "1933
Act"), and that any shares of Access Beyond capital stock acquired by the
Shareholder in the Merger may be disposed of only in conformity with the
limitations described herein.
A G R E E M E N T
1. TAX TREATMENT, RELIANCE. Shareholder understands and agrees that it
is intended that the Merger will be treated as a tax-free reorganization for
federal income tax purposes and that such treatment requires that a sufficient
number of former stockholders of Xxxxx maintain a meaningful continuing equity
ownership interest in Access Beyond after the Merger. Shareholder understands
that the representations, warranties and covenants of Shareholder set forth
herein will be relied upon by Xxxxx and Access Beyond and their respective
counsel and accounting firms and by Xxxxx' stockholders. Shareholder will rely
on Shareholder's own tax advisers as to the tax
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attributes of the Merger to Shareholder and understands that neither Access
Beyond, nor Access Beyond's counsel, Xxxxx or Xxxxx' counsel has guaranteed nor
will guarantee to Shareholder that the Merger will be a tax-free reorganization,
nor shall any of them have any liability to Shareholder as a result of issuing
any opinion in respect thereof that may be required in connection with any
registration statement under the 1933 Act.
2. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SHAREHOLDER.
Shareholder represents, warrants and covenants as follows.
(a) Authority; Affiliate Status. Shareholder has all requisite
right, power, legal capacity and authority to execute, deliver and perform this
Affiliate Agreement and to perform its obligations hereunder. Shareholder
further understands and agrees that Shareholder is deemed to be an "affiliate"
of Xxxxx within the meaning of the 1933 Act and, in particular, Rule 145
promulgated under the 1933 Act ("Rule 145"),
(b) Xxxxx Securities Owned. Attachment 1 hereto sets forth all
shares of Xxxxx capital stock and any other securities of Xxxxx owned by
Shareholder, including all securities of Xxxxx as to which Shareholder has sole
or shared voting or investment power, and all rights, options and warrants to
acquire shares of capital stock or other securities of Xxxxx granted to or held
by Shareholder (such shares of Xxxxx capital stock, other securities of Xxxxx
and rights, options and warrants to acquire shares of Xxxxx capital stock and
other securities of Xxxxx are hereinafter collectively referred to as "Xxxxx
Securities"). As used herein, the term "Expiration Date" means the earliest to
occur of (i) the closing, consummation and effectiveness of the Merger, or (ii)
such time as the Merger Agreement may be terminated in accordance with its
terms.
(c) New Xxxxx Securities. As used herein, the term "New Xxxxx
Securities" means, collectively, any and all shares of Xxxxx capital stock,
other securities of Xxxxx and rights, options and warrants to acquire shares of
Xxxxx capital stock and other securities of Xxxxx that Shareholder may purchase
or otherwise acquire any interest in (whether of record or beneficially), on and
after the Effective Date of this Affiliate Agreement and prior to the Expiration
Date. All New Xxxxx Securities will be subject to the terms of this Affiliate
Agreement to the same extent and in the same manner as if they were Xxxxx
Securities.
(d) Merger Securities. As used herein, the term "Merger
Securities" means, collectively, all shares of Access Beyond Common Stock, and
Access Beyond Series A Stock that are or may be issued by Access Beyond in
connection with the Merger or the transactions contemplated by the Merger
Agreements, or to any former holder of Xxxxx options, warrants or rights to
acquire shares of Xxxxx Common Stock, and any securities that may be paid as a
dividend or otherwise distributed thereon or with respect thereto or issued or
delivered in exchange or substitution therefor or upon conversion thereof.
(e) Transfer Restrictions on Merger Securities. Shareholder
has been advised that the issuance of the shares of Access Beyond Common Stock
and Access Beyond Series A
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Stock in connection with the Merger is expected to be effectuated pursuant to a
Registration Statement on Form S-4 under the 1933 Act, and that the provisions
of Rule 145 will limit Shareholder's resales of such Merger Securities.
Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or
otherwise dispose of, or make any offer or agreement relating to, any of the
Merger Securities and/or any option, right or other interest with respect to any
Merger Securities that Shareholder may acquire, unless: (i) such transaction is
permitted pursuant to Rules 145(c) and 145(d) under the 1933 Act; or (ii) legal
counsel representing Shareholder, which counsel is reasonably satisfactory to
Access Beyond, shall have advised Access Beyond in a written opinion letter
reasonably satisfactory to Access Beyond and Access Beyond's legal counsel, and
upon which Access Beyond and its legal counsel may rely, that no registration
under the 1933 Act would be required in connection with the proposed sale,
offer, exchange, pledge or other disposition of Merger Securities by
Shareholder, or (iii) a registration statement under the 1933 Act covering the
Merger Securities proposed to be sold, transferred, exchanged, pledged or
otherwise dispose of, describing the manner and terms of the proposed sale,
transfer, exchange, pledge or other disposition, and containing a current
prospectus, shall have been filed with the Securities and Exchange Commission
("SEC") and been declared effective by the SEC under the 1933 Act, or (iv) an
authorized representative of the SEC shall have rendered written advice to
Shareholder (sought by Shareholder or counsel to Shareholder, with a copy
thereof and all other related communications delivered to Access Beyond and its
legal counsel) to the effect that the SEC would take no action, or that the
staff of the SEC would not recommend that the SEC take action, with respect to
the proposed disposition of Merger Securities if consummated. Nothing herein
imposes upon Access Beyond any obligation to register any Merger Securities
under the 1933 Act.
(f) Intent. Shareholder does not now have, and as of the Effective
Time of the Merger will not have, any present plan or intention to engage in a
sale, exchange, transfer, distribution, pledge, disposition or any other
transaction which would result in a direct or indirect disposition (a "Sale") of
shares of Access Beyond voting common stock to be issued to Xxxxx shareholders
in the Merger, which shares would have an aggregate fair market value, as of the
Effective Time of the Merger, in excess of 50% of the aggregate fair market
value, immediately prior to the Merger, of all outstanding shares of Xxxxx
stock. For purposes of this representation, shares of Xxxxx stock (or the
portion thereof) (a) with respect to which a Xxxxx shareholder receives
consideration in the Merger other than Access Beyond voting common stock and/or
(b) with respect to which a Sale by a Xxxxx shareholder who owns 5% or more of
Xxxxx stock or is an officer or director of Xxxxx occurs during the pre-merger
period shall be considered shares of outstanding Xxxxx stock exchanged for
Access Beyond voting common stock in the Merger and then disposed of pursuant to
a prearranged plan.
3. LEGENDS. Shareholder also understands and agrees that stop transfer
instructions will be given to Access Beyond's transfer agent with respect to
certificates evidencing the Merger Securities to enforce Shareholder's
compliance with Shareholder's representations in Sections 2(e) and Shareholder's
compliance with applicable securities laws regarding the Merger Securities, and
that there will be placed on the certificates evidencing such Merger Securities
a legend providing substantially as follows:
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"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, ANY APPLICABLE STATE SECURITIES LAWS, AND THE OTHER CONDITIONS
SPECIFIED IN THAT CERTAIN XXXXX AFFILIATE AGREEMENT DATED AS OF JULY
29, 1997 AMONG ACCESS BEYOND, INC. ("ACCESS BEYOND"), XXXXX
MICROCOMPUTER PRODUCTS, INC. AND THE HOLDER OF SUCH SHARES, A COPY OF
WHICH MAY BE INSPECTED BY THE HOLDER OF THIS CERTIFICATE AT THE OFFICES
OF THE ISSUER. THE ISSUER WILL FURNISH WITHOUT CHARGE A COPY THEREOF TO
THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR."
4. NOTICES. All notices, approvals, consents, requests and other
communications that any party is required or elects to give hereunder shall be
in writing and shall be deemed to have been given (a) upon personal delivery
thereof, including by appropriate international courier service, five (5) days
after delivery to the courier or, if earlier, upon delivery against a signed
receipt therefor or (b) upon transmission by facsimile or telecopier, which
transmission is confirmed, in either case addressed to the party to be notified
at the address set forth below or at such other address as such party shall have
notified the other parties hereto, by notice given in conformity with this
Section 4:
(a) If to Access Beyond:
Access Beyond, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: President/CEO
Facsimile: (000) 000-0000
with a copy to:
Morrison, Cohen, Singer & Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
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(b) If to Xxxxx:
(If via hand delivery or overnight courier)
Xxxxx Microcomputer Products, Inc.
0000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000-0000
Attention: Chairman of the Board and
Contracts Administration
(If via mail)
Xxxxx Microcomputer Products, Inc.
Xxxx Xxxxxx Xxx 000000
Xxxxxxx, Xxxxxxx 00000
Attention: Chairman of the Board and
Contracts Administration
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC
0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: G. Xxxxxx Xxxxxxx, Esq.
Facsimile: (000) 000-0000
(c) If to Shareholder:
At the address for notice to such
Shareholder set forth on the last page
hereof
with a copy to:
Counsel for Shareholder, if any, at the
address shown on the signature page hereto
Any party hereto may change its address specified for notices herein by
designating a new address by notice in accordance with this Section 4.
5. SURVIVAL; TERMINATION. All representations, warranties and
agreements made by Shareholder in this Affiliate Agreement shall survive the
consummation of the Merger. This Affiliate Agreement shall be terminated and
shall be of no further force and effect upon the earlier to occur of (i) any
termination of the Merger Agreement pursuant to its terms, or (ii) any waiver of
either any closing condition in favor of Xxxxx or any obligation of Access
Beyond under or any amendment of the Merger Agreement, or the giving of any
required consent of Xxxxx under Section 4.3 or any other provision of the Merger
Agreement, unless such waiver, amendment or consent is approved either by the
Board of Directors of Xxxxx or any committee thereof consisting
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of at least two (2) members of the Xxxxx Board authorized to approve any such
amendment, waiver or consent, one of whom approving such amendment, waiver or
consent by action of either the full Xxxxx Board or such committee is a
representative of Rinzai Limited.
6. EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Affiliate Agreement shall be paid by the party
incurring such costs and expenses; provided, however, that the Shareholder's
legal costs and expenses shall be promptly paid by Xxxxx.
7. COUNTERPARTS. This Affiliate Agreement may be executed in
counterparts, each of which will be an original as regards any party whose name
appears thereon and all of which together will constitute one and the same
agreement. This Affiliate Agreement will become binding when one or more
counterparts hereof, individually or taken together, bear the signatures of all
parties reflected hereon as signatories. Facsimile copies with signatories of
the parties to this Agreement, or their duly authorized representatives, shall
be legally binding and enforceable. All such facsimile copies are declared as
originals and, accordingly admissible in any jurisdiction or tribunal having
jurisdiction over any matter relating to this Agreement.
8. ASSIGNMENT, BINDING EFFECT. Except as provided herein, neither this
Affiliate Agreement nor any of the rights, interests or obligations hereunder
shall be assigned the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties hereto. Subject to the
preceding sentence, this Affiliate Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted signs.
9. AMENDMENT AND WAIVERS. Any term or provision of this Affiliate
Agreement may be amended, and the observance of any term of this Affiliate
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only by a writing signed by the parties to be
bound thereby. The waiver by a party of any breach hereof or default in the
performance hereof will not be deemed to constitute a waiver of any other
default or any succeeding breach or default.
10. ENTIRE AGREEMENT. This Affiliate Agreement and any documents
delivered by the parties in connection herewith constitute the entire agreement
between the parties with respect to the subject matter hereof and thereof and
supersedes all prior agreements and under standings between the parties with
respect thereto.
11. OTHER AGREEMENTS. Nothing in this Affiliate Agreement shall limit
any of the rights or remedies of Access Beyond or Shareholder or any of the
obligations of either party under any Voting Agreement between Access Beyond and
Shareholder or any other agreement.
12. SEVERABILITY. Any term or provision of this Affiliate Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
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terms and provisions of this Affiliate Agreement or affecting the validity or
enforceability of any of the terms and provisions of this Affiliate Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Affiliate Agreement in any other jurisdiction. If any provision of this
Affiliate Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
13. GOVERNING LAW. The internal laws of the State of Georgia
(irrespective of its choice of law principles) will govern the validity of this
Affiliate Agreement, the construction of its terms, and the interpretation and
enforcement of the rights and duties of the parties hereto.
14. CONSTRUCTION. The language hereof will not be construed for or
against either party. A reference to a section will mean a section of this
Affiliate Agreement, unless otherwise explicitly set forth. The titles and
headings in this Affiliate Agreement are for reference purposes only and will
not in any manner limit the construction of this Affiliate Agreement. For the
purposes of such construction, this Affiliate Agreement will be considered as a
whole.
15. XXXXX SHAREHOLDER AGREEMENT. Shareholder acknowledges that the
execution hereof by Shareholder and the execution by any other shareholders of
Xxxxx of similar agreements in connection with the Merger, is not a violation
of, and, in particular, does not constitute a "Transfer" or "Disposition" under
the Shareholder Agreement among the shareholders of Xxxxx dated April 16, 1996.
Shareholder further acknowledges and agrees that this Affiliate Agreement does
not constitute any liquidation or redemption event applicable to the Merger
Securities under the Articles of Incorporation, Bylaws or other organizational
documents of Xxxxx, or contracts to which such Shareholder is a party.
IN WITNESS WHEREOF, the parties hereto have caused this Affiliate
Agreement to be executed as of the date first written above.
ACCESS BEYOND, INC. XXXXX MICROCOMPUTER PRODUCTS, INC.
By:______________________________ By:_______________________________________
Name: Name:
Title: Title:
SHAREHOLDER:
_________________________________
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ATTACHMENT 1
Affiliate's Address for Notice: __________________________
__________________________
__________________________
with a copy to counsel __________________________
for Shareholder __________________________
__________________________
__________________________
__________________________
Number of Shares of Xxxxx
Common Stock owned as of the
date of this Affiliate Agreement: ____________________________
Number of Shares of Xxxxx
Series A Preferred Stock owned N/A
as of the date of this Affiliate Agreement: _____________________________
Number of Shares of Xxxxx
Series B Preferred Stock owned N/A
as of the date of this Affiliate Agreement: _____________________________
Number of Xxxxx Options for
Common Stock owned as of N/A
the date of this Affiliate Agreement: _____________________________
Number of Xxxxx Warrants for
Common Stock owned as of N/A
the date of this Affiliate Agreement: _____________________________
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