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Exhibit 6
Conformed Copy
SHAREHOLDERS AGREEMENT dated as of March 26, 1996 between and among each
of the parties named on the signature pages hereof under the heading
"Shareholders" (each, a "Shareholder" and, collectively, the "Shareholders").
WITNESSETH
WHEREAS, the Shareholders own the issued and outstanding shares of common
stock of International Meta Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), described in Schedule
1 hereto;
WHEREAS, Paragon Limited Partnership, an exempted limited partnership
organized under the laws of the Cayman Islands ("Paragon"), purchased the
Shares owned by it pursuant to a Stock Purchase Agreement dated January 26,
1996 (the "Stock Purchase Agreement") between Paragon and the Company;
WHEREAS, each Shareholder (other than Paragon) purchased the Shares owned
by such Shareholder pursuant to a Subscription Agreement dated March 26, 1996
(each, a "SUBSCRIPTION AGREEMENT" and, collectively, the "Subscription
Agreements") between such Shareholder and the Company;
WHEREAS, the Shareholders believe it is in the best interests of the
Company and the Shareholders that provision be made for the continuity and
stability of the business and management of the Company and, to that end, the
Shareholders hereby set forth their agreement with respect to the Shares owned
by the Shareholders; and
WHEREAS, the execution and delivery of this Agreement is an obligation of
each Shareholder (other than Paragon) under the Subscription Agreement to which
such Shareholder is a party;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
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ARTICLE 1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
As used herein, the following terms shall have the following meanings:
"Agreement" shall mean this Shareholders Agreement.
"Company" shall have the meaning specified in the first recital hereto.
"Lien" shall mean any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind.
"Paragon" shall have the meaning specified in the second recital hereto.
"Paragon Capital Management" shall mean Paragon Capital Management LLC, an
exempted limited liability company organized and existing under the laws of the
Cayman Islands.
"Person" shall mean any individual, corporation, company, voluntary
association, partnership, trust, unincorporated organization or government (or
any agency, instrumentality or political subdivision thereof).
"Placement Agency Agreement" shall mean a letter agreement dated January
26, 1996 between Paragon Capital Management and the Company relating to the
appointment of Paragon Capital Management as the Company's exclusive placement
agent in respect of the Shares.
"Shareholder" shall have the meaning specified in the preamble hereto.
"Shares" shall mean the issued and outstanding shares of common stock of
the Company described in Schedule 1 hereto.
"Stock Purchase Agreement" shall have the meaning specified in the second
recital hereto.
"Subscription Agreement" shall have the meaning specified in the third
recital hereto.
"Termination Date" shall mean the earlier of:
(a) April 30, 1998;
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(b) without prejudice to Section 3.1 hereof, the date on which the board
of directors and the shareholders of the Company vote as required by law and by
the Company's certificate of incorporation and bylaws for the merger or
consolidation of the Company with any other company, or for the sale of all or
substantially all of the assets of the Company, or for its liquidation;
(c) the date on which all of the Shareholders party hereto agree in
writing to the termination of this Agreement; and
(d) the date on which one or more transfers of Shares has been effected
pursuant to Section 4.2 and, as a result thereof, the combined holdings of the
Shareholders have been reduced to ownership of less than 5% of the issued and
outstanding shares of common stock of the Company.
"Transfer" shall have the meaning specified in Section 4.1.
1.2 INTERPRETATION
Unless the context of this Agreement otherwise requires, the following
rules of interpretation shall apply to this Agreement:
(a) the singular shall include the plural, and the plural shall include
the singular;
(b) the words "hereof", "herein", "hereby", "hereto", and similar words
refer to this entire Agreement and not to any particular Section or any other
subdivision of this Agreement;
(c) a reference to any "Section", "Schedule" or "Exhibit" is a reference
to a specific Section, Schedule or Exhibit of this Agreement;
(d) a reference to any law, statute, regulation, notification or statutory
provision shall include any amendment, modification or re-enactment thereof,
any regulations promulgated thereunder from time to time, and any
interpretations thereof from time to time by any regulatory or administrative
authority, whether or not having the force of law;
(e) a reference to any agreement, instrument, contract or other document
shall include any amendment, amendment and restatement, supplement or other
modification thereto or replacement thereof; and
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(f) a reference to any Person shall include such Person's successors and
permitted assigns under any agreement, instrument, contract or other document.
ARTICLE II REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Shareholders
Each Shareholder hereby represents and warrants to the other Shareholders
that:
(a) such Shareholder (i) is, if not a natural Person, duly organized and
validly existing under the laws of its jurisdiction of organization; and (ii)
has the legal capacity, power and authority to execute, deliver and perform its
obligations under this Agreement, and the execution, delivery and performance
of this Agreement have been duly authorized by all necessary action on its part;
(b) this Agreement has been duly and validly executed and delivered by
such Shareholder, and constitutes such Shareholder's legal, valid and binding
obligation, enforceable in accordance with its terms;
(c) such Shareholder is the record holder and beneficial owner of the
shares of the Company's common stock described opposite such Shareholder's name
on Schedule 1 hereto;
(d) on the date hereof, the shares of the Company's common stock described
opposite such Shareholder's name on Schedule 1 hereto constitute all of the
Shares owned of record or beneficially by such Shareholder;
(e) such Shareholder has sole power of disposition and sole voting power
with respect to all of the shares of the Company's common stock described
opposite such Shareholder's name on Schedule 1 hereto, with no restrictions on
such rights, subject to applicable United States federal securities laws, the
Subscription Agreement or the Stock Purchase Agreement to which such
Shareholder is a party, as the case may be, and the terms of this Agreement;
(f) (i) no filing with, and no permit, authorization, consent or approval
of, any federal, national, state or local public body or authority is necessary
for the execution, delivery and performance of this Agreement by such
Shareholder (other than the filing of one or more amendments to the Schedule
13D filed with the United States Securities and Exchange Commission by
Paragon), and (ii) none of the execution, delivery or performance of this
Agreement by such Shareholder will (A) conflict with or result in a breach of
any of such Shareholder's constitutive or
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organizational documents, (B) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default under, any note,
bond, mortgage, indenture, trust deed, license, contract, commitment,
arrangement, understanding, agreement or other instrument to which such
Shareholder is a party or by which such Shareholder or any of such
Shareholder's assets or revenues may be bound, or (C) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to such
Shareholder or any of such Shareholder's assets or revenues;
(g) such Shareholder's Shares and the certificates representing such
Shares are now, and at all times during the term hereof will be, held by such
Shareholder, or by a nominee or custodian for the benefit of such Shareholder,
in each case, free and clear of all Liens, proxies, voting trusts or
agreements, understanding or arrangements whatsoever, except for any such Liens
or proxies arising hereunder; and
(h) no broker, investment banker, financial adviser or any other Person
(other than Paragon Capital Management in capacity as placement agent under the
Placement Agency Agreement) is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf
of such Shareholder.
ARTICLE III. AGREEMENT TO VOTE; PROXY
3.1 VOTING
Each Shareholder hereby severally agrees that, during the time this
Agreement is in effect, at any meeting of the shareholders of the Company,
however called, or in connection with any written consent of the shareholders
of the Company, such Shareholder shall vote (or cause to be voted) the Shares
held of record or beneficially owned by such Shareholder (a) in favor of the
election of Xxxxxx X. Xxxxxx (or another designee of Paragon) as a director of
the Company, (b) in favor of each of the actions contemplated by this
Agreement, the Placement Agency Agreement, the Stock Purchase Agreement and the
Subscription Agreements and any action required in furtherance hereof or
thereof, and (c) except as specifically requested by Paragon in advance,
against (i) any action or agreement which would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of
the Company under the Placement Agency Agreement, the Stock Purchase Agreement
or any Subscription Agreement, or of any Shareholder hereunder, (ii) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or any subsidiary of the Company,
(iii) any sale, lease or transfer of a material amount of assets of the Company
or any subsidiary of the Company or any reorganization, dissolution or
liquidation of the
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Company or any subsidiary of the Company, (iv) any change in the majority
of the board of directors of the Company, (v) any material change in the present
capitalization of the Company (other than as contemplated by the Placement
Agency Agreement, the Stock Purchase Agreement and the Subscription Agreements),
(vi) any amendment of the Company's certificate of incorporation or bylaws,
(vii) any other material change in the Company's corporate structure or
business, or (viii) any other action which is intended, or could reasonably be
expected to impede, interfere with, delay, postpone, discourage or materially
adversely affect, the transactions contemplated by the Placement Agency
Agreement, the Stock Purchase Agreement or the Subscription Agreements or the
contemplated economic benefit of any of the foregoing.
3.2 PROXY
EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARAGON AND XXXX C.T.
XXXXXX, XXXX X. XXXXXXXXXX AND XXXXX XXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS
DIRECTORS OF PARAGON CAPITAL MANAGEMENT, THE SOLE GENERAL PARTNER OF PARAGON,
AND ANY INDIVIDUAL WHO SHALL THEREAFTER SUCCEED ANY OF THEM AS A DIRECTOR OF
PARAGON CAPITAL MANAGEMENT, AND ANY OTHER DESIGNEE OF PARAGON, EACH OF THEM
INDIVIDUALLY, SUCH SHAREHOLDER IRREVOCABLE (SO LONG AS SUCH SHAREHOLDER IS A
PARTY TO THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES OWNED BY SUCH SHAREHOLDER AS INDICATED IN
SECTION 3.1 ABOVE. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE
(SO LONG AS SUCH SHAREHOLDER IS A PARTY TO THIS AGREEMENT) AND COUPLED WITH AN
INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS
AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES
ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO SUCH
SHAREHOLDER'S SHARES.
3.3 SHAREHOLDER CAPACITY
No Person executing this Agreement who is, or who becomes during the term
hereof, a director of the Company makes any agreement or understanding herein in
his or her capacity as such director, and the agreements set forth herein shall
in no way restrict any director in the exercise of his or her fiduciary duties
as a director of the
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Company. Each Shareholder executes and delivers this Agreement solely in his,
her or its capacity as the record and beneficial owner of such Shareholder's
Shares.
3.4 OTHER ARRANGEMENTS
No Shareholder shall grant any proxy or enter into or agree to be bound by
any understanding or any voting trust with respect to any Shares, nor shall any
Shareholder enter into any shareholder agreement or arrangement of any kind
with any Person with respect to any Shares, in each case, inconsistent with any
provision of this Agreement (whether or not such agreement, understanding or
arrangement is with other Shareholders or holders of shares which are not bound
by this Agreement), including, without limitation, any agreement, understanding
or arrangement with respect to the acquisition, disposition or voting of
Shares, nor shall any Shareholder act, for any reason, as a member of a group
or in concert with any other Person in connection with the acquisition,
disposition or voting of Shares in any manner which is inconsistent with any
provision of this Agreement.
ARTICLE IV RESTRICTIONS ON DISPOSITION
4.1 TRANSFERS
No Shareholder shall, directly or indirectly, offer, sell, transfer,
assign, pledge, hypothecate or otherwise dispose of, or permit the offer, sale,
transfer assignment, pledge, hypothecation or other disposition of, or create,
incur or assume any Lien upon, or permit the creation, incurrence, assumption or
existence of any Lien upon, any of the Shares owned by it (any such action being
referred to herein as a "Transfer"), other than as permitted by Section 4.2.
4.2 PERMITTED TRANSFERS
The restriction on transfer of Shares set forth in Section 4.1 shall not
apply to the following transfers:
(a) a transfer of Shares to which all of the Shareholders party hereto
have consented in writing by executing and delivering their written consent in
the form of Exhibit B hereto;
(b) a transfer of Shares to one or more Shareholders party to this
Agreement; and
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(c) subject to the terms of the Stock Purchase Agreement or the
Subscription Agreement to which any Shareholder is party, as the case may be, a
transfer of all or any part of such Shareholder's Shares on or after July 31,
1996.
4.3 EFFECT OF TRANSFER
In the event of any transfer effected in accordance with the provisions of
this Agreement (other than a transfer effected pursuant to Section 4.2(c)), the
transferee shall receive and hold any and all Shares so transferred subject to
the terms and conditions of this Agreement and the obligations, if any, of the
transferor hereunder, and shall forthwith execute and deliver to the
Shareholders party hereto an endorsement in the form of Exhibit A hereto. A
Shareholder which effects a transfer of all of such Shareholder's Shares in
accordance with Section 4.2 shall, after giving effect to such transfer, cease
to be a party to, or bound by the terms of, this Agreement.
4.4 ENDORSEMENTS BY FUTURE SHAREHOLDERS
The term "Shareholders" as used in this Agreement shall include any and
all persons agreeing to be bound as a "Shareholder" hereunder by signing this
Agreement or an endorsement in the form of Exhibit A hereto.
4.5 SPECIFIC PERFORMANCE
The parties hereby declare that it is impossible to measure in money the
damages that will accrue to a party hereto by reason of a failure to perform
any of the obligations under this Agreement. Therefore, if any party hereto
shall institute any action or proceeding to enforce specifically the provisions
hereof, any party against whom such action or proceeding is brought hereby
waives the claim or defense therein that such party has an adequate remedy at
law or in damages, and such party shall not urge in any action or proceeding
the claim or defense that such remedy at law or in damages exists.
4.6 TERMINATION
This Agreement shall terminate and be of no further force or effect upon
the Termination Date.
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ARTICLE V MISCELLANEOUS
5.1 FURTHER ASSURANCES
From time to time, at any Shareholder's request and without further
consideration, each Shareholder shall execute and deliver such additional
documents and take all such further action as may be necessary or desirable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.
5.2 CERTAIN EVENTS
Each Shareholder agrees that this Agreement and the obligations hereunder
shall attach to such Shareholder's Shares and shall be binding upon any Person
to which legal or beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation, such Shareholder's
heirs, guardians, administrators or successors or as a result of any divorce.
5.3 STOP TRANSFER
Each Shareholder agrees with, and covenants to, the other Shareholders
party hereto that such Shareholder shall not request that the Company register
the transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any of such Shareholder's Shares, unless such transfer is
made in compliance with this Agreement. Each Shareholder agrees, with respect to
any Shares in certificated form, that such Shareholder will tender to the
Company, within ten business days after the date hereof, the certificates
representing such Shares and the Company will inscribe upon such certificates
the following legend: "The shares of Common Stock, par value $0.0001 per share,
of International Meta Systems, Inc. (the "Company") represented by this
certificate are subject to a Shareholders Agreement dated as of March 26, 1996,
and may not be sold or otherwise transferred, except in accordance therewith.
Copies of such Agreement may be obtained at the principal executive offices of
the Company". Each Shareholder agrees that within ten business days after the
date hereof, such Shareholder will no longer hold any Shares, whether
certificated or uncertificated, in "street name" or in the name of any nominee.
5.4 ENTIRE AGREEMENT
This Agreement sets forth the entire understanding among the parties
relating to the subject matter hereof, and supersedes an and all other prior
conversations, correspondence, memoranda, agreements or other writings between
the parties with
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respect to the subject matter hereof. No promises, covenants, representations
or warranties of any character or nature other than those expressly stated
herein have been made to induce any party to enter into this Agreement.
5.5 NO WAIVER
No failure on the part of any party hereto to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power, or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
5.6 BINDING AGREEMENT
This Agreement shall be binding upon the successors and assigns of each
party hereto.
5.7 ASSIGNMENT
Subject to Article IV, no party hereto may assign any of its rights under
this Agreement without the prior written consent of each of the other parties
hereto.
5.8 EXPENSES
Each party to this Agreement shall pay its own expenses and costs
incidental to its execution and delivery of this Agreement.
5.9 NOTICE
All notices and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this
Agreement) shall be given or made by facsimile or by hand in writing and
transmitted by facsimile, mailed or delivered to the "Address for Notices"
specified below the name of the relevant Shareholder on the signature pages
hereof or at such other address as shall be designated by such Shareholder in a
notice to each other Shareholder party hereto. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by facsimile, personally delivered or, in the case of a mailed
notice, upon receipt, in each case, given or addressed as aforesaid.
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5.10 COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
5.11 AMENDMENT
No provision of this Agreement shall be waived, amended or modified
except by an instrument in writing duly executed by all of the Shareholders.
5.12 APPLICABLE LAW
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, United States of America.
5.13 SEVERABILITY
If any one or more of the provisions contained in this Agreement, or any
application thereof, shall be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and all other applications thereof shall not in any way be affected or
impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Shareholders
Agreement as of the date first above written.
SHAREHOLDERS
PARAGON LIMITED PARTNERSHIP
by its General Partner
PARAGON CAPITAL
MANAGEMENT LLC,
General Partner
By /s/ XXXXXX X. XXXXXX
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
By /s/ XXXX C.T. XXXXXX
------------------------
Name: Xxxx C.T. Tiller
Title: Secretary and Director
Address for Notices
Paragon Limited Partnership
P.O. Box 309
Xxxxxx House
Xxxxxx Town
Grand Cayman
Cayman Islands
British West Indies
Attention: Secretary
Tel: 000-000-0000
Fax: 000-000-0000
00
00
XXX XXXXXX XXXXXXXXXXXXXXX FOR SKIB
By: /s/ OLE XXXXXX XXXX
---------------------------
Name: Ole Xxxxxx Xxxx
Title: Managing Director
By: /s/ XXXXXX XXXXXXXX-MORDRE
---------------------------
Name: Xxxxxx Xxxxxxxx-Mordre
Title: Director
Address for Notices
Den Norske Krigsforsikring for Skib
X.X. Xxx 0000, Xxxx
X-0000 Xxxx
Xxxxxx
Attention: Ole Xxxxxx Xxxx
Managing Director
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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INVESTERINGSSELSKAPET
AMANDUS AS
By: /S/ XXXXXX XXXXXXX
---------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Address for Notices
Investeringsselskapet Amandus AS
Xxxxxxxxxxxxxxxxx 00
0000 Xxxx
Xxxxxx
Attention: Xxxxxx Xxxxxxx
Managing Director
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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A/S SELVAAG INVEST
By: /S/ ODD XXXX
---------------------------
Name: Odd Xxxx
Title: President
Address for Notices
A/S Selvaag Invest
X.X. Xxx 00 Xxxxxxxx
0000 Xxxx
Xxxxxx
Attention: Odd Xxxx
President
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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/S/ XXXXXXX XXXXXX
-----------------------------------------
XXXXXXX XXXXXX
Address for Notices
X.X. Xxx 000
0000 Xxxxxxxx
Xxxxxx
Attention: Xxxxxxx Xxxxxx
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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POLLEX A/S
By /S/ XXXX X. XXXX
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chairman of the Board
Address for Notices
Xxxxxx X/X
Xxxxxx XXX'x Xx. 0
0000 Xxxx
Xxxxxx
Attention: Xxxx X. Xxxx
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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FILAB A/S
By /S/ XXXX XXXX
---------------------------------------
Name: Xxxx Xxxx
Title: Chairman of the Board
Address for Notices
Filab A/S
Xxxxxx XXX'x Xx. 0
0000 Xxxx
Xxxxxx
Attention: Xxxx Xxxx
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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/s/ J. XXXXXX XXXXXXX
--------------------------
J. XXXXXX XXXXXXX
Address for Notices
c/o Norman Data Defense Systems AS
XX Xxx 00
X-0000 Xxxxxxx
Xxxxxx
Attention: J. Xxxxxx Xxxxxxx
Tel: 00-00-00-00-00
Fax: 00-00-00-00-00
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WOODBRIDGE ASSET
MANAGEMENT LIMITED
By /s/ XXXXX C.T. TILLER
-------------------------
Name: Xxxxx C.T. Xxxxxx
Title: Attorney-in-Fact
Address for Notices
Woodbridge Asset Management Limited
Cedar Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxxxxxxx: Secretary
Tel: 000-000-0000
Fax: 000-000-0000
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/s/ XXXXXX X. XXXXXX
---------------------------
XXXXXX X. XXXXXX
Address for Notices
c/c Amerscan, Inc.
0000 Xxxx Xxxxxxxx Xxxx Xxxx.
Xxxxx 00
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
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/S/ BENT AASNAES
----------------
BENT AASNAES
Address for Notices
X.X. Xxx 00
0000 Xxxxx
Xxxxxx
Attention: Bent Aasnaes
Tel: 00-00-00-00-00
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SCHEDULE 1
SHAREHOLDINGS
_______________________________________________________________________________
| | | |
| NAME OF SHAREHOLDER | NUMBER OF SHARES | SHARE CERTIFICATE NO(S) |
|_____________________________________________________________________________|
| | | |
| Paragon Limited Partnership | 2,000,000 | 5676, 5677, 5678 |
|-----------------------------------------------------------------------------|
| Den Norske Krigsforsikring | | |
| for Skib | 2,000,000 | 5724 |
|-----------------------------------------------------------------------------|
| Investeringsselskapet | | |
| Amandus AS | 2,000,000 | 5725 |
|-----------------------------------------------------------------------------|
| A/S Selvaag Invest | 1,500,000 | 5726 |
|-----------------------------------------------------------------------------|
| Xxxxxxx Xxxxxx | 1,500,000 | 5727 |
|-----------------------------------------------------------------------------|
| Woodbridge Asset Management | | |
| Limited | 266,667 | 5730, 5732 |
|-----------------------------------------------------------------------------|
| Pollex A/S | 200,000 | 5736 |
|-----------------------------------------------------------------------------|
| J. Xxxxxx Xxxxxxx | 250,000 | 5729 |
|-----------------------------------------------------------------------------|
| Xxxxxx X. Xxxxxx | 133,333 | 5731 |
|-----------------------------------------------------------------------------|
| Filab A/S | 100,000 | 5728 |
|-----------------------------------------------------------------------------|
| Bent Aasnes | 50,000 | 5733 |
|-----------------------------------------------------------------------------|
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EXHIBIT A
ENDORSEMENT
The undersigned Shareholder of International Meta Systems, Inc. (the
"Company") hereby agrees to the terms and conditions of the Shareholders
Agreement dated as of March 26, 1996 between and among the Shareholders of the
Company party thereto, to which this Endorsement is attached, and agrees to be
fully bound by the terms and conditions of such Shareholders Agreement as if
such Shareholder were an original signatory thereto
_________________________________
(Name of Shareholder)
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EXHIBIT B
CONSENT TO TRANSFER
The undersigned, being parties to the Shareholders Agreement dated as of
March 26, 1996 (the "SHAREHOLDERS AGREEMENT") between and among the
Shareholders of International Meta Systems, Inc. (the "COMPANY") party thereto,
hereby consent to the transfer by _____________ to _____________ of ____ shares
of the Company's common stock.
SHAREHOLDERS
________________
By _____________
Name:
Title:
[To be executed and delivered by all
Shareholders then party to the
Shareholders Agreement referred to above]