SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (the "AGREEMENT") is dated as of May 21,
2002 by and among the persons identified as shareholders on the signature pages
attached hereto (individually, a "SHAREHOLDER" and collectively, the
"SHAREHOLDERS") and Valesc Inc., a Delaware corporation (the "COMPANY").
WHEREAS, the parties hereto deem it in their best interests and in
the best interests of the Company to enter into this Agreement in order to set
forth their respective rights and obligations in connection with their
investment in the Company;
WHEREAS, the parties hereto desire to restrict the sale, assignment,
transfer, encumbrance, or other disposition of Common Stock pursuant to the
terms hereof;
NOW, THEREFORE, for and in consideration of the mutual agreements and
understandings set forth herein, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND RELATED MATTERS
Section 1.1 DEFINITIONS. When used in this Agreement, the following
terms shall have the respective meanings set forth below:
"Common Stock" means the common stock, $.0001 par value per share, of
the Company.
"Disposition" means any (a) offer to sell, sale, contract to sell,
pledge, grant of any option to purchase, grant of a security interest in or
otherwise encumbering or directly or indirectly otherwise disposing of, any
Shares or any security or other right that represents the right to acquire or
receive any Shares, or (b) entering into any swap, hedge or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Shares, whether any such transaction described in clause (a)
or (b) above is to be settled by delivery of equity securities, in cash or
otherwise.
"Offeree Shareholder" means a Shareholder entitled to receive an
Offer.
"Person" means an individual, partnership, limited partnership,
limited liability company, foreign limited liability company, trust, estate,
corporation, association, enterprise, custodian, trustee, executor,
administrator, nominee, or entity in a representative capacity.
"Personal Representative" means the executor, administrator,
guardian, or other personal representative of any natural person who has become
deceased or subject to Disability, or any successor or assignee thereof whether
by operation of law or otherwise.
"Pro Rata Share" means the proportion of Shares owned by a particular
Shareholder to the number of Shares owned by all of the Shareholders having the
same right to purchase or sell at such time under this Agreement.
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"Qualified Public Offering" means a registered public offering of
Common Stock under the Securities Act, which public offering is made on a firm
underwritten basis pursuant to a registration statement on Form S-1 or a
successor form and which yields gross proceeds of at least $20,000,000.
"Securities Act" means the Securities Act of 1933, as amended from
time to time and any successor statute thereto, and the rules and regulations
promulgated thereunder.
"Shareholders" has the meaning given in the preamble to this
Agreement.
"Shares" means the shares of Common Stock owned by the Shareholders,
and shall include the community interest, if any, of the spouse of such
Shareholder in such Common Stock.
Section 1.2 RELATED DEFINITIONAL MATTERS. As used in this Agreement,
pronouns in masculine, feminine and neuter genders shall be construed to include
any other gender, and words in the singular form shall be construed to include
the plural and vice versa, unless the context clearly otherwise requires. As
used in this Agreement, the term "including" shall be construed to be expansive
rather than limiting in nature and to mean "including without limitation",
except where the context clearly otherwise requires.
Section 1.3 SHARES SUBJECT TO AGREEMENT. This Agreement shall extend
and apply to all Shares now owned by each of the Shareholders and to all Shares
as may hereafter be acquired by any of the Shareholders, whether such Shares
constitute the separate property or community property of any of the individual
Shareholders, and regardless of the capacity in which title to such shares is
held or taken; EXCEPT that this Agreement shall not apply to shares of Common
Stock issuable to each of Xxxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxx upon
exercise of options granted to each of these Shareholders for the purchase of
300,000 shares of Common Stock that vest in equal installments of 100,000 shares
as of December 31, 2001, 2002 and 2003. This Agreement shall also apply to all
Shares to which the spouse of any Shareholder is entitled by virtue of any
community property or any other laws.
ARTICLE II
RESTRICTIONS ON DISPOSITIONS OF SHARES
Section 2.1 RESTRICTIONS ON DISPOSITIONS.
(a) GENERAL RESTRICTION. No Shareholder, any spouse of any
Shareholder, any Personal Representative of any Shareholder, or any legal
representative, agent, or assignee of any Shareholder or any spouse of any
Shareholder, as the case may be, shall make any Disposition of any Shares, or
any right or interest therein, except as provided in this Article. The parties
agree that the restrictions contained in this Agreement are fair and reasonable
and in the best interests of the Company and each of its Shareholders.
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(b) COMPLIANCE WITH SECURITIES LAWS. Anything in this Agreement to
the contrary notwithstanding, no Disposition of Shares otherwise permitted or
required by this Agreement shall be made unless such Disposition is in
compliance with federal and state securities laws, including without limitation
the Securities Act. In connection with any Disposition or proposed Disposition
of Shares other than a Disposition that is registered under the Securities Act,
if requested by the Company before such Disposition, the holder of such Shares
proposing to effect such Disposition shall provide to the Company a written
opinion of legal counsel who shall be reasonably satisfactory to the Company,
addressed to the Company and reasonably satisfactory in form and substance to
the Company, to the effect that the proposed Disposition of Shares may be
effected without registration under the Securities Act and applicable state
securities laws.
(c) TRANSFEREES SUBJECT TO AGREEMENT. Except for Dispositions in
accordance with paragraph (e) below, unless otherwise agreed to in writing by
the Company, no Disposition of Shares shall be effective unless and until the
transferee shall execute and deliver to the Company an Addendum Agreement in the
form attached hereto as Exhibit B in which such transferee agrees to be bound by
this Agreement and to observe and comply with this Agreement and with all
obligations and restrictions imposed on Shareholders hereby; each person to whom
a Disposition of Shares is permitted by this Agreement who receives a
Disposition of Shares during the period when this Agreement is in effect, and
who agrees in writing to be bound by the provisions hereof, shall thereafter
become a "Shareholder" for all purposes of this Agreement.
(d) NON-CONFORMING DISPOSITIONS VOID. Dispositions of Shares may only
be made in strict compliance with all applicable terms of this Agreement, and
any purported Disposition of Shares that does not so comply with all applicable
provisions of this Agreement shall be null and void and of no force or effect,
and the Company shall not recognize nor be bound by any such purported
Disposition and shall not effect any such purported Disposition on the stock
transfer books of the Company.
(e) VOLUME LIMITATIONS. The following table sets forth the percentage
of a Shareholder's total shareholdings that may be disposed of, subject to the
monthly restrictions set forth below, under this Agreement during the periods
indicated.
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Percentage of Total
Shareholdings that may be Disposed of by the following
Shareholders:
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During the Year I. Xxxxxx Xxxxx, Xxxxxx Xxxxx, II. Xxxxxx Xxxxx,
Ended June 1st: Xxxxxxx Xxxxxx Xxxxx Xxxxx
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2003 0% 0%
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2004 10% 33%
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2005 15% 33%
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2006 20% 33%
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2007 25%
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2008 30%
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In addition, with respect to any amount of Shares that may be disposed of during
a given annual period (an "ANNUAL AMOUNT"), during any month of such annual
period no Shareholder shall dispose of more than the number of Shares calculated
by dividing the applicable Annual Amount for such Shareholder by 12.
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Section 2.2 RIGHTS OF REFUSAL.
(a) Except for Dispositions in accordance with SECTION 2.1(E) above,
any Shareholder desiring to make a Disposition of Shares (the "OFFERING
SHAREHOLDER") shall first obtain a bona fide arm's length written offer from the
proposed transferee and shall then make an offer ("OFFER") to sell such Shares
as follows:
(i) If any Offering Shareholder desires to make a Disposition
of Shares, such Offering Shareholder shall first Offer such Shares to
the Company, which shall have the right to purchase all or part of
such Shares and shall be treated as an "Offeree Shareholder" as set
forth below.
(ii) The Company may, in its sole discretion, assign all or
part of its right to purchase Shares to the Shareholders (each an
"OFFEREE SHAREHOLDER"), each of whom shall have the right to purchase
all or part of its Pro Rata Share of such Shares.
(iii) If any Offeree Shareholder elects not to purchase all of
its Pro Rata Share of such Shares offered pursuant hereto, after the
expiration of a 30-day period following the date of the Offer, each
other Offeree Shareholder shall have the right, during the 10-day
period following the date of expiration of such 30-day period, to
purchase all or part of its Pro Rata Share of such portion.
(b) The Offer shall be sent to the Company and to all of the Offeree
Shareholders and shall state the number of Shares involved and the names of, and
the price to be paid by, any proposed bona fide purchasers (the "FIRST OFFER
PRICE"). The date of the Offer shall be the date on which a notice containing
the Offer has been so sent to all parties entitled to receive it.
(c) If the Offeree Shareholders do not exercise options to purchase
all of the Shares offered within the time periods specified above (the
"SHAREHOLDER OFFER PERIODS"), the Company shall have the option for 30 days
following expiration of the Shareholder Offer Periods to purchase any remaining
Shares offered. If the Company does not have sufficient surplus to permit it
lawfully to purchase all the remaining Shares offered, the Offering Shareholder
and the other Shareholders may take such action to vote their respective shares
to reduce the capital of the Company or take such other steps as may be
appropriate or necessary in order to enable the Company, if possible, lawfully
to purchase all such remaining Shares subject to the Offer.
(d) The Offering Shareholder shall be permitted, for 120 calendar
days after the lapse of all options arising in connection with such Offer, to
sell any remaining Shares that were the subject of such Offer to the purchaser
identified in the Offer; provided, however, that no such sale shall be made at a
lower price or to any person other than as specified in such Offer; and provided
further, that the proposed transfer pursuant to this Section shall be subject to
the approval by the Board of Directors of the Company. If after the lapse of the
120-day period such Shares have not been sold, the Offering Shareholder must
make a new Offer prior to selling such Shares.
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(e) The price per share to be paid upon the purchase of Shares under
this Section shall be the First Offer Price.
(f) The closing shall be within 30 days of the date the Offer was
accepted, and the Company or the Shareholder or Shareholders, as applicable,
purchasing such Shares shall pay the full amount of the purchase price in full
in cash at such closing. On full payment thereof, the selling Shareholder or
other person or persons holding such Shares shall execute and deliver the
certificates evidencing such Shares to the purchaser. The certificate(s)
evidencing the Shares shall be endorsed in blank for transfer by the selling
Shareholder or by the person acquiring such Shares pursuant to the death of or a
transfer by a Shareholder, and shall, upon notice of the exercise of the option
by the other Shareholders or the Company, be delivered to the Secretary of the
Company as agent of the selling Shareholder and the purchaser. On proof to the
Secretary of the Company that the respective portion of the purchase price has
been paid by such person purchasing such portion of the Shares, the Secretary
shall cause the Company to issue and deliver to such person a certificate
evidencing such person's ownership in such portion of the Shares. However, from
the date of initial payment for the Shares purchased hereunder, the person
purchasing such Shares shall be considered the owner thereof for all purposes,
and the seller thereof shall be treated only as holding a security interest
therein.
(g) The Company and the Shareholders shall exercise their options to
purchase Shares hereunder by notice of intent to purchase such Shares. Upon the
exercise of an option, the purchaser shall be obligated to make payment as
provided herein.
Section 2.3 DEATH OF A SHAREHOLDER.
(a) The death of a Shareholder shall constitute an Offer hereunder
for such deceased Shareholder's stock (including the interest, if any, in such
stock held by such Shareholder's spouse) and the provisions of SECTION 2.2 shall
apply to such Offer. The value of the Shares being purchased shall be determined
by an appraiser knowledgeable in such matters by reason of experience mutually
selected by the Company and the executor of the deceased Shareholder's estate.
If the Company and such executor cannot agree on an appraiser, each of the
Company and such executor shall select one appraiser and the appraisers so
selected shall select a third appraiser to determine the fair market value of
the Shares so offered.
(b) If the Company elects to purchase the Shares from a deceased
Shareholder's estate pursuant to this Section, the Company shall have the right
to issue a promissory note to the estate as the consideration for the Shares.
Such note shall be subordinated to the Company's bank and mezzanine or
subordinated debt, shall bear interest at 10% per annum and be payable in 24
monthly installments of principal and accrued interest, with payments to
commence within 60 days following final agreement or determination of the value
of the Shares. The Company shall pledge the Shares back to the estate to serve
as collateral for the payment of the note.
(c) The Board of Directors in its sole discretion may approve the
transfer of shares to a Shareholder's heirs or decedents upon the death of such
Shareholder.
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Section 2.4 TERMINATION OF MARITAL RELATIONSHIP. If the marital
relationship of a Shareholder is terminated by divorce and such Shareholder does
not succeed to his or her spouse's community interest in the Shares, such
Shareholder shall have the option to purchase all of his or her spouse's
interest in the Shares, and his or her spouse shall be obligated to sell such
Shares. The price per share at which such Shares shall be purchased shall be an
amount equal to the net book value of one share of such Shares as determined
under generally accepted accounting principles. Such option must be exercised
within 90 days after such divorce. Should such Shareholder fail to exercise such
option within such 90-day period, such failure shall constitute an Offer with
respect to the spouse's community interest in the stock, and the provisions of
SECTION 2.2 shall apply with the exception that the price per share at which the
Shares shall be purchased shall be the net book value per share of Shares as
determined under generally accepted accounting principles. The date of the Offer
shall be the 91st day after such divorce. Notwithstanding the foregoing, the
Board of Directors in its sole discretion may approve the spouse retaining his
or her interest in the Shares.
Section 2.5 BANKRUPTCY OF SHAREHOLDER. In the event a Shareholder (a)
files a voluntary petition in bankruptcy, (b) makes an assignment for the
benefit of creditors, or (c) is adjudicated bankrupt or insolvent, unless the
Board of Directors otherwise agrees, such event shall constitute an Offer and
the provisions of SECTION 2.2 shall apply.
Section 2.6 INVOLUNTARY DISPOSITION. Prior to or upon any involuntary
Disposition of Shares (as provided for in SECTIONS 2.4 AND 2.5), the Shareholder
who owns such Shares, or his representative, shall send written notice thereof,
disclosing in full to the Company and the other Shareholders the nature and
details of such involuntary Disposition. An involuntary Disposition shall
constitute an Offer and the provisions of SECTION 2.2 hereof shall apply;
provided that the option of the Company pursuant to SECTION 2.2(C) shall be for
90 days from the later of such involuntary Disposition or the sending of such
notice.
Section 2.7 ENDORSEMENT OF STOCK CERTIFICATES.
(a) Conformed copies of this Agreement shall be filed with the
Secretary of the Company and kept with the records of the Company at its
principal office. An officer of the Company shall endorse each certificate
representing the shares of Common Stock heretofore or hereafter issued by the
Company by causing to be placed on the face thereof the following:
TRANSFER IS SUBJECT TO RESTRICTIVE STOCK LEGEND ON BACK
and by causing to be placed on the back thereof the following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS
OF MAY 21, 2002, BY AND AMONG THE COMPANY AND CERTAIN OTHER
PERSONS, WHICH AGREEMENT CONTAINS, AMONG OTHER PROVISIONS,
RESTRICTIONS ON THE TRANSFER, SALE, PLEDGE, HYPOTHECATION,
ASSIGNMENT, OR OTHER DISPOSITION OF THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH
SHAREHOLDERS AGREEMENT HAS BEEN FILED, AND IS AVAILABLE FOR
REVIEW BY THE RECORD HOLDER OF THIS CERTIFICATE, AT THE
PRINCIPAL OFFICE OF THE COMPANY.
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(b) In addition, each Shareholder agrees that, if legal counsel to
the Company deems appropriate, each certificate representing shares of Common
Stock also shall bear a legend in substantially the following form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE
DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE
REASONABLY SATISFACTORY TO THE COMPANY (WHICH, IN THE
DISCRETION OF THE COMPANY, MAY INCLUDE AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY) THAT SUCH OFFER, SALE,
PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE
APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
Section 2.8 SPECIFIC PERFORMANCE. Each of the parties to this
Agreement acknowledges that it shall be impossible to measure in money the
damage to the Company or the Shareholder(s), if any of them or any transferee or
any legal representative of any party hereto fails to comply with any of the
restrictions or obligations imposed by this Article, that every such restriction
and obligation is material, and that in the event of any such failure, the
Company or the Shareholder(s) shall not have an adequate remedy at law or in
damages. Therefore, each party hereto consents to the issuance of an injunction
or the enforcement of other equitable remedies against him at the suit of an
aggrieved party without the posting of any bond or other security, to compel
specific performance of all of the terms of this Article and to prevent any
disposition of Shares in contravention of any terms of this Article, and waives
any defenses thereto, including, without limitation, the defenses of (i) failure
of consideration, (ii) breach of any other provision of this Agreement, and
(iii) availability of relief in damages.
ARTICLE III
MISCELLANEOUS
Section 3.1 MANNER OF GIVING NOTICE. All notices, requests, demands, and other
communications required or permitted to be given or made hereunder by any party
hereto shall be in writing and shall be deemed to have been duly given or made
(a) if delivered personally, at the time of such delivery, (b) if transmitted by
first class registered or certified mail, postage prepaid, return receipt
requested, three business days after the date of such mailing, (c) if sent by
prepaid overnight delivery service, the next business day after being sent, or
(d) if transmitted by cable, telegram, facsimile, or telex, at the time of such
transmission, in each case to the parties at the following addresses (or at such
other addresses as shall be specified by the parties by like notice):
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If to the Company:
Valesc Inc.
0000 Xxxx Xxxx, Xxxxx 000X
Xxxxx, XX 00000
Fax: (000) 000-0000
With a copy to:
Xxxxx & Associates, P.C.
00 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx, Esq.
Fax: (000) 000-0000
If to a Shareholder, at the address next to his or her name on signature pages
hereto or any Addendum Agreement.
Any such notice shall, if delivered personally, be deemed received
upon delivery; shall, if delivered by telecopy, be deemed received when
confirmed; and shall, if delivered by mail, be deemed received upon the earlier
of actual receipt thereof or five business days after the date of deposit in the
United States mail.
Section 3.2 WAIVER OF NOTICE. Whenever any notice is required to be
given to any Shareholder under the provisions of this Agreement, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Section 3.3 COUNTERPART SIGNATURES. This Agreement may be executed in
any number of counterparts, all of which together shall constitute a single
instrument. It shall not be necessary that any counterpart be signed by all of
the Shareholders so long as each counterpart shall be signed by one or more of
the Shareholders and so long as each of the other Shareholders shall sign at
least one counterpart which shall be delivered to the Company.
Section 3.4 SEVERABILITY. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid or unenforceable provision, there shall be added automatically as a part
of this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
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Section 3.5 ENTIRE AGREEMENT; AMENDMENTS.
(a) This Agreement supersedes all prior agreements among the parties
with respect to the subject matter hereof. This Agreement contains the entire
agreement among the parties with respect to such subject matter and may not be
amended, supplemented, or discharged, and no provision hereof or thereof may be
modified or waived, except by an instrument in writing signed by the Company and
all persons then a party to this Agreement as Shareholders of the Company.
(b) No waiver of any provision hereof by any party shall be deemed a
waiver by any other party nor shall any such waiver by any party be deemed a
continuing waiver of any matter by such party.
(c) No amendment, modification, supplement, discharge or waiver
hereof or hereunder shall require the consent of any person not a party to this
Agreement as a Shareholder or as the Company.
Section 3.6 GOVERNING LAW AND JURSIDICTION. This Agreement shall be
governed and construed in accordance with the laws of the State of New York,
without regard to the conflicts of law principles of such state. For purposes of
any dispute under this Agreement, the parties consent to the exclusive
jurisdiction of the federal district court for the Southern District of New
York.
Section 3.7 BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the Company and each Shareholder and its
respective heirs, permitted successors, permitted assigns, permitted
distributees and legal representatives, and by their signatures hereto, the
Company and each Shareholder intends to and does hereby become bound. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person other than the parties hereto and their respective permitted
successors and assigns any legal or equitable right, remedy or claim under, in
or in respect of this Agreement or any provision herein contained.
Section 3.8 FUTURE ACTIONS. The Company and the Shareholders shall
execute and deliver all such future instruments and take such other and further
action as may be reasonably necessary or appropriate to carry out the provisions
of this Agreement and the intention of the parties as expressed herein.
Section 3.9 HEADINGS; EXHIBITS. All article and section headings
herein are for convenience of reference only and are not part of this Agreement,
and no construction or inference shall be derived therefrom. The Exhibits
attached hereto and referred to herein are a part of this Agreement as if fully
set forth herein. All references to Sections and Exhibits shall be deemed
references to such parts of this Agreement, unless the context shall otherwise
require.
Section 3.10 TERMINATION OF THIS AGREEMENT. Notwithstanding any
provision of this Agreement to the contrary, but subject to the provisions of
the following sentence, this Agreement shall immediately and automatically
terminate, without any further action by any party, upon any of the following:
(a) the consummation of any merger or consolidation to which the Company is a
party and is not the surviving entity (the Company shall not be deemed to be the
surviving entity except in the case of any merger or consolidation immediately
following which a majority of the capital stock of the surviving or resulting
company shall be held by the Shareholders), or (b) consummation of a Qualified
Public Offering.
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IN WITNESS WHEREOF, the parties have executed this Agreement, or
caused this Agreement to be executed by their duly authorized representatives,
all as of the day and year first above written.
VALESC INC.
By: _________________________________
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
SHAREHOLDERS:
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Xxxxxx Xxxxx
Address:____________________
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Xxxxxx Xxxxx
Address:____________________
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Xxxxxxx Xxxxxx
Address:____________________
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Xxxxx Xxxxx
Address:____________________
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Xxxxxx Xxxxx
Address:____________________
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EXHIBIT A
FORM OF ADDENDUM AGREEMENT
This Addendum Agreement is made as of ________________________,
200__, by and among ____________________________________________ (the "NEW
SHAREHOLDER") and ____________________________________________, the New
Shareholder's spouse, and VALESC INC., a Delaware corporation (the "COMPANY"),
pursuant to that certain Shareholders Agreement dated as of May ___, 2002 (the
"AGREEMENT"), by and among the Company and certain of its Shareholders (as
defined in the Agreement).
WHEREAS, the Company and the Shareholders entered into the Agreement
to impose certain restrictions and obligations upon themselves, and to provide
certain rights, with respect to the common stock of the Company (the "COMMON
STOCK"); and
WHEREAS, the New Shareholder desires to become a Shareholder of the
Company; and
WHEREAS, the Company and the Shareholders have required in the
Agreement that all persons to whom shares of Common Stock subject to the
Agreement are transferred and any other person acquiring shares of Common Stock
must enter into an Addendum Agreement binding the New Shareholder to the
Agreement to the same extent as if he was an original party thereto and imposing
the same restrictions and obligations on the New Shareholder and the shares of
Common Stock to be acquired by the New Shareholder as are imposed upon the
Shareholders under the Agreement;
WHEREAS, the New Shareholder shall be subject to the volume
limitations set forth in the table in SECTION 2.1(E) of the Agreement, and
specifically the limitations set forth in the following column (check one):
Column I____ Column II____
NOW, THEREFORE, in consideration of the mutual promises of the
parties and as a condition of the purchase of Common Stock, the New Shareholder
acknowledges that he has received and read the Agreement and that the New
Shareholder shall be bound by, and shall have the benefit of, all of the terms
and conditions set out in the Agreement to the same extent as if he was an
original party to the Agreement. This Addendum Agreement shall be attached to
and become a part of the Agreement.
New Shareholder
Address:
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AGREED TO as of the date written above by the undersigned for itself
and on behalf of the Shareholders of the Company pursuant to the Agreement:
VALESC INC.
By:
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Name:
Title:
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