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EXHIBIT 10.26
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT, is made as of July 18, 1997 (the
"Effective Date") by and among eMerge Vision Systems, Inc., a Delaware
corporation (the "Company"), XL Vision, Inc., a Delaware corporation ("XL"),
Xxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx,
Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx
(the "EVS Stockholders") and each of the stockholders of the Company listed on
Schedule I (the "Preferred Stockholders"). The EVS Stockholders and the
Preferred Stockholders are sometimes referred to herein collectively as the
"Stockholders."
BACKGROUND
The Preferred Stockholders are acquiring on or about the Effective Date
shares of Series A Preferred Stock, par value $.01 per share, of the Company
("Preferred Stock"), in accordance with certain Stock Purchase Agreements. The
Preferred Stock is convertible into shares of common stock, par value $.01 per
share, of the Company ("Common Stock"). XL currently owns 94% of the outstanding
shares of Common Stock of the Company. It is a condition to the obligations of
the parties to consummate the transactions set forth in the Stock Purchase
Agreement that the parties hereto enter into this Agreement. Additional
Preferred Stockholders may join this agreement when they enter into stock
purchase agreements with the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
For convenience, certain terms used in several parts of this Agreement
are listed in alphabetical order and defined or referred to below (such terms as
well as other terms that are defined elsewhere in this Agreement shall be
equally applicable to both singular and plural forms of the terms defined).
"Affiliate" means, with respect to a particular party, any Person
controlling, controlled by or under common control with that party, as well as
any officer, director, partner and majority-owned entity of that party or of its
other Affiliates, and in the case of a natural Person, any member of such
Person's immediate family.
"Agreement" means this Agreement.
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"Board of Directors" means the Board of Directors of the Company.
"Common Stock" is defined above in the Background section.
"Company" is defined above in the preamble.
"Effective Date" is defined above in the preamble.
"EVS Stockholder" is defined above in the preamble.
"Fully-Diluted Common Stock" means shares of the Common Stock now or
hereafter issued and outstanding plus any additional shares of Common Stock that
may be issuable upon the conversion, exercise or exchange of any rights that may
be issued and outstanding, including with respect to any Preferred Stock. As to
any Stockholder, such term means the shares of Common Stock owned by such
Stockholder plus the shares of Common Stock issuable to such Stockholder
pursuant to any such rights.
"Non-Selling Stockholder" is defined in Section 3.2(a).
"Offer" is defined in Section 3.2(a).
"Offer Notice" is defined in Section 3.2(a).
"Permitted Transfer" means, with respect to a particular Stockholder,
any Transfer to (i) any Affiliate of such a Stockholder, (ii) any Person holding
an equity interest in such a Stockholder, (iii) any investment fund in which
such Stockholder or an Affiliate thereof has an economic interest, (iv) the
spouse or children of such a Stockholder, (v) a trust or fiduciary that acts for
the benefit of any such spouse or children, (vi) the Company, or (vii) any other
Stockholder, and any Transfer that is part of a Public Offering.
"Permitted Transferee" means a Transferee in a Permitted Transfer,
other than the Company.
"Person" means any natural person, corporation, partnership,
proprietorship, association, trust or other legal entity.
"Preferred Stock" is defined above in the Background section.
"Public Offering" means a sale of any Common Stock pursuant to a
registration statement under the Securities Act of 1933, as amended, that
results in the Company receiving net proceeds of at least $10 million and a
minimum $35 million pre-offering valuation of the Company or a rights offering
of the Company's securities to the shareholders of Safeguard Scientifics, Inc.
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"Safeguard" means Safeguard Scientifics (Delaware), Inc.
"Safeguard Director" is defined in Section 2.1(a).
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Stockholder" is defined in Section 3.2(a).
"Stockholders" is defined above in the preamble.
"Stock" means (i) the Common Stock now or hereafter issued and
outstanding, (ii) the Preferred Stock, (iii) any additional shares of capital
stock of the Company hereafter issued and outstanding, and (iv) any securities
convertible into or exercisable or exchangeable for any of the foregoing.
"Stock Purchase Agreement" is defined above in the Background section.
"Technology Leaders" means Technology Leaders L.P. and Technology
Leaders II L.P.
"Technology Leaders Directors" is defined in Section 2.1(a).
"Transfer" means any actual or proposed disposition of all or a portion
of an interest (legal or equitable) by any means, direct or indirect, absolute
or conditional, voluntary or involuntary, including by sale, assignment,
transfer, pledge, hypothecation, mortgage or other encumbrance, court order,
operation of law, distribution, settlement, exchange, waiver, abandonment, gift,
alienation, bequest or disposal; and the correlative terms "Transferred,"
"Transferring," "Transferor" and "Transferee" have corresponding definitions.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. ELECTION OF DIRECTORS.
(a) For so long as Safeguard and Technology Leaders are Preferred
Stockholders, the Preferred Stockholders shall vote all shares of Preferred
Stock, and otherwise use commercially reasonable efforts as stockholders of the
Company, to cause and maintain from time to time the election to the Board of
Directors the following:
(i) one representative designated by Safeguard, which
representative shall initially be Xxxxxx Xxxxx (the "Safeguard
Director"), and
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(ii) one representative designated by Technology Leaders which
representative shall initially be Xxxxxxxxxxx Xxxxxx (the "Technology
Leaders Director").
(b) Each of the Directors designated in Section 1.1 shall be elected at
any annual or special meeting of the Company's stockholders (or by written
consent in lieu of a meeting of stockholders) and shall serve until his
successor is elected and qualified or until his earlier resignation or removal.
The Company shall cause from time to time the nomination for election to the
Board of Directors of the representatives set forth above.
(c) Safeguard and Technology Leaders shall each have the right to
remove its respective representative for the Board of Directors. In the case of
any such removal, each Stockholder shall vote to remove a Safeguard Director or
Technology Leaders Director as designated by Safeguard or Technology Leaders,
respectively.
(d) In the event of any vacancy on the Board of Directors, each
Stockholder shall vote to fill such vacancy in such manner as to maintain a
Safeguard Director and Technology Leaders Director on the Board of Directors as
described above.
ARTICLE III
TRANSFERS OF SECURITIES
Section 3.1. TRANSFER RESTRICTIONS.
(a) None of the EVS Stockholders shall Transfer all or any part of the
Stock owned by such Stockholder except in compliance with the terms of this
Agreement, and any purported Transfer in violation thereof shall be null and
void.
(b) An EVS Stockholder shall be able to Transfer its Stock only by (i)
offering to Transfer all, but not less than all, of its Stock under Section 3.2
below or (ii) a Permitted Transfer under paragraph (c) of this Section 3.1.
(c) Notwithstanding the other restrictions herein, a EVS Stockholder
shall be entitled to Transfer all or any part of the Stock owned by such
Stockholder by means of a Permitted Transfer so long as the proposed Transferee
becomes a party hereto in accordance with Section 3.3.
Section 3.2. RIGHT OF FIRST REFUSAL ON DISPOSITIONS. If at any time any
EVS Stockholder desires to Transfer all, but not less than all, of the Stock
owned by such Stockholder (a "Selling Stockholder") to a third party (other than
by a Permitted Transfer), the following provisions shall apply:
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(a) The Selling Stockholder shall give written notice (the
"Offer Notice") of the proposed transaction to the Company, identifying
the proposed Transferee and setting forth the terms of the proposed
transaction, which shall be limited to transactions involving cash
against delivery of the Stock. The giving by a Selling Stockholder of
an Offer Notice shall be deemed to be an offer to the Company to
Transfer Stock on the same terms and conditions and at the same price
at which the Selling Stockholder is proposing to Transfer such Stock to
such third party (the "Offer").
(b) If the Company desires to purchase any or all of the Stock
offered for sale, it must accept the Offer within 20 days of receipt of
such Offer Notice by giving notice of the acceptance to the Selling
Stockholder. The Company may assign its right to purchase any or all of
the offered Stock to any other person or persons in the Company's sole
discretion.
(c) Settlement for any Stock purchased by the Company shall be
within 30 days of the date of its acceptance of the Offer.
(d) If after compliance with the foregoing provisions, the
Company does not purchase all of the Stock covered by an Offer Notice,
the Selling Stockholder may, within 30 days from the date of the
expiration of the 20-day acceptance period specified in Section 3.2(b),
Transfer all, but not less than all, of the remaining Stock to such
third party at the price and on the terms set forth in its Offer
Notice, subject to Section 3.3. If such Stock is not so sold within
such 30-day period, the Selling Stockholder shall not Transfer such
Stock without again giving an Offer Notice under this Section 3.2.
Section 3.3. JOINDER TO AGREEMENT. Any Transfer that is otherwise
permissible under or in accordance with Section 3.1 or Section 3.2, and any
Transfer by a Stockholder, shall not be effective unless and until the
Transferee executes and delivers to the Company such documentation as the
Company may request to require the Transferee to become a party to this
Agreement. Upon any such Transfer, the Transferee will have a proportionate
share of the rights of his, her or its Transferor as a Stockholder hereunder and
will be bound by the obligations of such Transferor hereunder. The Company shall
not recognize or record in the stock records of the Company any purported action
that violates the restrictions hereof.
ARTICLE IV
MISCELLANEOUS
Section 4.1. DURATION OF AGREEMENT. The rights and obligations of the
Company and each Stockholder under this Agreement shall terminate immediately
prior to the earliest to occur of the following: (a) the consummation of the
first Public Offering, (b) the consummation of the
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sale of all, or substantially all, of the Company's assets or capital stock
either through a direct sale, merger, reorganization, consolidation or other
form of business combination in which control of the Company is being
transferred or (c) the written consent to such termination by Preferred
Stockholders holding two-thirds of the shares of capital stock held by all
Preferred Stockholders.
Section 4.2. LEGEND. Each certificate representing a share of capital
stock beneficially owned by the Stockholders shall bear a legend in
substantially the following form, until such time as the shares of capital
stock, represented thereby are no longer subject to the provisions hereof:
"The sale, transfer or assignment of the securities
represented by this certificate are subject to the terms and
conditions of a certain Stockholders' Agreement dated
____________, 1997, as amended from time to time, among the
Company and certain holders of its outstanding capital stock.
Copies of such Agreement may be obtained at no cost by written
request made by the holder of record of this certificate to
the Secretary of the Company."
Section 4.3. FURTHER ACTIONS. Each party hereto shall vote all of the
shares of Stock owned or otherwise held by him or it, or take all actions by
written consent in lieu of a meeting, and execute such documents and take all
such other actions within his or its power that may be necessary in order to
carry out the provisions hereof and the actions contemplated hereby, including
taking actions as Stockholders to cause to comply with the obligations imposed
on the Company hereunder and causing any of such party's representatives or the
Board of Directors to take certain actions.
Section 4.4. CONTENTS OF AGREEMENT. This Agreement sets forth the
entire under standing of the parties hereto with respect to the Transactions and
supersedes all prior agreements or understandings among the parties regarding
those matters.
Section 4.5. AMENDMENT, PARTIES IN INTEREST, ETC. This Agreement may be
amended, modified or supplemented only by a written instrument duly executed by
the Company, XL, EVS Stockholders holding at least two-thirds of the shares of
capital stock held by all EVS Stockholders, and Preferred Stockholders holding
at least two-thirds of the shares of capital stock held by all Preferred
Stockholders. If any provision of 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 hereof, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective heirs, legal
representatives, successors and permitted assigns of the parties hereto. Any
term or provision of this Agreement may be waived at any time by the party
entitled to the benefit thereof by a written instrument duly executed by such
party.
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Section 4.6. INTERPRETATION. Unless the context of this Agreement
clearly requires otherwise, (a) references to the plural include the singular,
the singular the plural, the part the whole, (b) references to one gender
include all genders, (c) "or" has the inclusive meaning frequently identified
with the phrase "and/or," (d) "including" has the inclusive meaning frequently
identified with the phrase "but not limited to," and (e) references to
"hereunder" or "herein" relate to this Agreement. The section and other headings
contained in this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, schedule and exhibit references are
to this Agreement unless otherwise specified.
Section 4.7. NOTICES. All notices that are required or permitted
hereunder shall be in writing and shall be sufficient if personally delivered or
sent by mail, facsimile message or Federal Express or other delivery service.
Any notices shall be deemed given upon the earlier of the date when received at,
or the third day after the date when sent by registered or certified mail or the
day after the date when sent by Federal Express to, the address or fax number
set forth below, unless such address or fax number is changed by notice to the
other party hereto:
If to the Stockholders, to each Stockholder at the address set forth in
the Company's records.
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If to XL:
Chief Operating Officer
XL Vision, Inc.
00000 000xx Xxxxxxx
Xxxxxxxxx, XX 00000
If to the Company:
President
eMerge Vision Systems, Inc.
00000 000xx Xxxxxxx
Xxxxxxxxx, XX 00000
Section 4.8. SEVERABILITY; GOVERNING LAW. If any provisions of this
Agreement shall be determined to be illegal or unenforceable by any court of
law, the remaining provisions shall be severable and enforceable to the maximum
extent possible in accordance with their terms. This Agreement shall be
construed and interpreted in accordance with the laws of the State of Delaware,
without regard to its provisions concerning conflict of laws.
Section 4.9. INJUNCTIVE RELIEF. It is acknowledged that it will be
impossible to measure the damages that would be suffered by a party if another
party fails to comply with the provisions of this Agreement and that in the
event of any such failure, each non-breaching party will not have an adequate
remedy at law. Therefore, any party shall be entitled to obtain specific
performance of another party's obligations hereunder and to obtain injunctive
relief. No party shall argue, as a defense to any proceeding for such specific
performance or injunctive relief, that another party has an adequate remedy at
law.
Section 4.10. COUNTERPARTS. This Agreement may be executed in one or
more counterparts each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same instrument. Each such
copy shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Stockholders'
Agreement to be executed as of the date first above written.
eMerge Vision Systems, Inc.
By:_____________________________
Title:____________________________
XL VISION, INC.
By:_____________________________
Title:____________________________
________________________________
Xxxx Xxxxx
________________________________
Xxxxx Xxxxxxxxx
________________________________
Xxxxxxx Xxxxxxx
________________________________
Xxxxx Xxxxxxxx
________________________________
Xxxxx Xxxxxxx
________________________________
Xxxx Xxxxxxx
________________________________
Xxxxxxxx Xxxxxxxxx
________________________________
Xxxx Xxxxxxx
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________________________________
Xxxxxxx Xxxxx
________________________________
Xxxxxx Xxxxxxx
[Preferred Stockholders have executed Counterpart Signature Pages to this
Agreement.]
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PROMISSORY NOTE
$3,000,000 January 1, 1999
In consideration of the advances (hereinafter referred to as a "Loan")
XL Vision, Inc., a Delaware Corporation (the "Lender"), has made or may in the
future make up to May 1, 1999, to or for the benefit of eMerge Vision System,
Inc., a Delaware corporation (the "Borrower") and its predecessor, and for value
received, the Borrower hereby promises to pay to the order of the Lender, at the
Lender's office located at 00000 000xx Xxxxxxx, Xxxxxxxxx, XX 00000, or at such
other place in the continental United States as the Lender may designate in
writing, in lawful money of the United States, and in immediately available
funds, the principal sum of up to THREE MILLION DOLLARS ($3,000,000), or so much
thereof as shall have been advanced by the Lender to the Borrower from time to
time as hereinafter set forth and then be outstanding. The parties agree that as
of January 1, 1999, the outstanding advances were $300,000.
1. Rate of Interest. Interest on the principal amount outstanding under
this Note shall accrue from and after the date hereof at an annual rate equal to
the announced prime rate of PNC Bank, N.A, (the "Prime Rate") plus 1%. Such
interest rate shall be changed when and as the Prime Rate changes, Interest
payable hereunder shall be calculated for actual days elapsed on the basis of a
360-day year.
Notwithstanding anything in this Note, the interest rate charged hereon
shall not exceed the maximum rate allowable by applicable law. If any stated
interest rate herein exceeds the maximum allowable rate, then the interest rate
shall be reduced to the maximum allowable rate, and any excess payment of
interest made by Borrower at any time shall be applied to the unpaid balance of
any outstanding principal of this Note.
2. Advances and Repayments. Any amounts advanced hereon may be repaid
and re-advanced from time to time. This Note shall evidence all advances made
under this Note or Pursuant to any future agreement between the parties which
specifically provides that advances shall be covered by this Note (collectively,
"Advances"). All Advances and all payments made on account of the principal and
interest hereof shall be recorded by Lender, which records shall be conclusive
and binding on the Borrower; but Lender's failure to record shall not release
Borrower from any of its obligations hereunder.
3. Payment of Interest and Principal. The outstanding principal amount
of this Note and all accrued interest thereon shall be paid in fall on the first
to occur of. (i) the closing of
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Borrower's initial public offering of its equity securities; (ii) the sale of
all or substantially all of the assets of Buyer; (iii) the sale or exchange of
all of the outstanding capital stock of Borrower in a single transaction or
series of related transactions, including pursuant to a merger or consolidation,
as a result of which Lender and its affiliates and stockholders own less than
majority of the voting securities of the surviving or resulting entity; or (iv)
the dissolution or liquidation of the Borrower (the "Maturity Date").
4. Method and Application of Payment. All amounts payable hereunder
shall be paid by Borrower in immediately available and freely transferable funds
at the place designated by Lender to Borrower for such payment. All payments
made an this Note shall be applied to accrued interest, and then to principal.
5. Events or Default. Each of following events shall constitute an
event of default (an "Event of Default) hereunder:
a. If Borrower shall fail to pay when due any interest or principal or
any other sum payable to Lender hereunder, and such failure shall continue
unremedied for five (5) days after the due date thereof
b. Other Defaults. There shall occur any event of default on the part
of Borrower under any agreement. document or instrument for borrowed money in
excess of $250,000, beyond any applicable grace and/or notice period.
c. Insolvency and Related Proceeding 1.9. Insolvency and Related
Proceeding 1.9. Insolvency and Related Proceeding Borrower shall suffer the
appointment of a receiver, trustee, custodian or similar fiduciary, or shall
make an assignment for the benefit of creditors or any petition for an order for
relief shall be filed by or against Borrower under the Bankruptcy Code (if
against Borrower, the continuation of such proceeding for more than 60 days), or
Borrower shall make any offer of settlement, extension or composition to its
unsecured creditors generally.
6. Remedies. Upon the occurrence of any Event of Default, (9,) interest
shall automatically and without notice begin to accrue on the outstanding
balance of this Note at the Prime Rate plus 30/o, (b) the entire unpaid
principal amount of this Note and all unpaid interest accrued thereon shall, at
the sole option of Lender upon notice to Borrower, become immediately due and
payable, provided, that upon the occurrence of an Event of Default specified in
subsection 5.c. above, principal and interest on this Note shall become
automatically due and payable without declaration, notice or demand by Lender,
(c) Lender shall have the right to offset all amounts owed by Borrower hereunder
against any amounts owed by Lender in any capacity to Borrower, whether or not
due, and (d) Lender shall thereupon have the immediate right to exercise from
time to time all rights and remedies now or hereafter available at law or in
equity,
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including, if applicable, the rights of a secured party under the Uniform
Commercial Code, all of which shall be cumulative in nature.
Miscellaneous. Except as expressly set forth herein, Borrower hereby
waives presentment, demand, protest and notice of dishonor and protest,
and also waives all other exemptions; and agrees that extension or
extensions of the time of payment of this Note or any installment or
part thereof may be made before, at or after maturity by agreement by
Lender. Borrower shall pay to Lender, upon demand, all costs and
expenses that may be incurred by Lender in connection with the
enforcement of this Note including, without limitation, fees and
expenses of Lender's counsel. Any failure by Lender to exercise any
right hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any time. No amendment to or
modification of this Note shall be binding upon Lender unless in
writing and signed by it. Any provision hereof found to be illegal,
invalid or unenforceable for any reason whatsoever shall not affect the
legality. validity or enforceability of the remainder hereof. This Note
shall apply to and bind the successors of Borrower and shall inure to
the benefit of Lender, its successors and assigns; provided, however,
that Borrower may not assign its rights and obligations under this Note
without the express prior written consent of Lender. The Note shall be
governed by and interpreted in accordance with the laws of the State of
Delaware,
IN WITNESS WHEREOF, Borrower, by its duly authorized officer
intending to be legally bound hereby, has duly executed this Note as of
the date first written above.
EMERGE VISION SYSTEMS, INC.
By: /s/ T. Xxxxxxx Xxxxxx
-----------------------
Name: T. Xxxxxxx Xxxxxx
Title:
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IN WITNESS WHEREOF, the parties hereto have caused this Stockholders'
Agreement to be executed as of the date first above written.
eMerge Vision Systems, Inc.
By: /s/ Illegible Signature
-----------------------
Title: Chairman
XL VISION, INC.
By: /s/ Illegible Signature
-----------------------
Title: President
/s/ Xxxx Xxxxx
---------------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxxxx
---------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
---------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx
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/s/ Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx
/s/ X. Xxxxxxx
------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
[Attached hereto are EVS Stockholder signature pages, Exhibit A, for
subsequent transferees.]
[Preferred Stockholders have executed Counterpart Signature Pages to this
Agreement]
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(Signature Page Continued)
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SIGNATURE PAGE
TO
EVS STOCKHOLDERS' AGREEMENT OF
AUGUST 8, 1997
The undersigned hereby agrees to be bound by the terms and provisions of
the eMerge Vision Systems, Inc. Stockholders' Agreement dated August 8, 1997.
/s/ Xxxxx X. Xxxxxxxxx
------------------------
Xxxxx Xxxx Xxxxxxxxx
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SIGNATURE PAGE
TO
EVS STOCKHOLDERS' AGREEMENT OF
AUGUST 8, 1997
The undersigned hereby agrees to be bound by the terms and provisions of
the eMerge Vision Systems, Inc. Stockholders' Agreement dated August 8, 1997.
/s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxxx
---------------------------------
Xxxxx Xxxxxxxx
/s/ Xxx Xxxxxxx
---------------------------------
Xxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
---------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
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EXHIBIT 10.26
JOINDER TO STOCKHOLDERS' AGREEMENT
THIS JOINDER TO STOCKHOLDERS' AGREEMENT is made as of the 30th day of
March, 1998 by and between eMerge Vision Systems, Inc., a Delaware
corporation (the "Company"), and _____________________________________ (the
"Stockholder").
BACKGROUND
The Company is among the parties to a Stockholders' Agreement dated as
of August 8, 1997 (the "Stockholders' Agreement"), by and among the Company and
the securityholders of the Company, which restricts transfers of securities of
the Company. Capitalized terms used herein but undefined herein have the
meanings ascribed thereto in the Stockholders' Agreement.
The Company and the Stockholder desire that the Stockholder become a
"Stockholder" under the Stockholders' Agreement and be subject to the terms and
conditions thereof. Under Section 3.3 of the Stockholders' Agreement, the
Company is authorized to add as a party to the Stockholders' Agreement any
subsequent holder of the Company's securities.
WITNESSETH
NOW, THEREFORE, in consideration of the transfer of the shares in the
Company, and intending to be legally bound hereby, and pursuant to Section 3.3
of the Stockholders' Agreement the parties hereto agree that the Stockholder is
hereby added as a party to the Stockholders' Agreement and shall henceforth be
deemed to be a "Stockholder" for all purposes under the Stockholders' Agreement,
and will have a proportionate share of the rights of his, her or its Transferor
as a Stockholder under the Stockholders' Agreement and will be bound by the
obligations of such Transferor under the Stockholders' Agreement.
This Joinder may be executed in multiple counterparts each of which
shall constitute an original and all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of
the date first written above.
EMERGE VISION SYSTEMS, INC. STOCKHOLDER
By: /s/ J. Xxxxx Xxxxxxxxx
______________________________ ______________________________
SIGNATURE
CEO
______________________________
PRINT NAME
_________________________________
Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx and Xxx X. Xxxxxxx
The Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx Living Trust
Xxxxx X. Xxxxxxxx and Xxxxx Xxxxxxxx
