EXHIBIT 10.22
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement is made as of the 6th day of March, 2000
by and among TeleHubLink Corporation, a Delaware corporation (the "Company"),
the persons or entities identified as "Investors" on Annex A hereto (the
"Investors") and the directors and executive officers of the Company listed on
Annex B hereto (the "Directors and Officers").
WHEREAS, the Company proposes to issue and sell shares of its common
stock, par value $0.01 per share (the "Common Stock"), and warrants to purchase
Common Stock to the Investors pursuant to a Common Stock and Warrant Purchase
Agreement of even date herewith by and between the Company and the Investors
(the "Purchase Agreement"); and
WHEREAS, a condition precedent to the closing of the transactions
contemplated by the Purchase Agreement includes the execution and delivery by
the parties of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties,
the parties hereto agree as follows:
1. TAG-ALONG RIGHTS.
(a) TAG-ALONG RIGHTS. If at any time a Director or Officer
desires to sell for cash or any other form of consideration (including a
promissory note or other deferred consideration) all or any of the capital stock
of the Company (the "Capital Stock") in a Private Transaction (as such term is
hereinafter defined) beneficially owned by him or her (the "Tag-Along Shares")
to any proposed purchaser, such selling Director or Officer shall make effective
arrangement (which shall be a condition to any such sale) so that each of the
Investors shall have the right to sell to the proposed purchaser, at the same
price per share and upon such other terms and conditions as are involved in such
sale by the selling Director or Officer, such number of shares of Common Stock
equal to the Tag-Along Shares multiplied by a fraction, (i) the numerator of
which is the aggregate number of shares of Capital Stock owned by such Investor
desiring to sell shares (calculated on a fully-diluted basis) and (ii) the
denominator of which is the sum of all shares of Capital Stock owned by all the
Investors and all shares of Capital Stock owned by the selling Director or
Officer (in each case calculated on a fully-diluted basis). For purposes of this
Section 1(a), the term "Private Transactions" means a privately
1
negotiated sale of Capital Stock that is not considered to be a distribution (as
such term is used in the Securities Act of 1933, as amended) or is not a sale
conducted over a securities exchange or NASDAQ or over-the-counter.
(b) NOTICE OF INTENT TO PARTICIPATE. The selling Director or
Officer shall provide at least fifteen (15) days' prior written notice of any
sale as described in Section 1(a) (the "Notice") to the Company and to each
Investor. The Notice shall disclose the identity of the proposed purchaser, the
total number of shares of Capital Stock proposed to be sold and the proposed
terms and conditions, including price and payment terms of the proposed sale.
Each Investor wishing to so participate in any sale under Section 1(a) hereof
shall notify the selling Director or Officer in writing of such intention as
soon as practicable after such Investor's receipt of the Notice, and in any
event within fifteen (15) days after the date the Notice was received by such
Investor.
(c) SALE TO PROPOSED PURCHASER. The selling Director or Officer
and each participating Investor shall sell to the proposed purchaser all, or at
the option of the proposed purchaser, any part of the shares proposed to be sold
by them at not less than the price and upon such other terms and conditions, if
any, not more favorable to the proposed purchaser than those described in the
Notice; provided however, that any purchase of less than all of such shares by
the proposed purchaser shall be made from the selling Director or Officer and
each of the other participating Investors pro rata based upon the relative
amount of the shares that the selling Director or Officer and each participating
Investor is otherwise entitled to sell pursuant to Section 1(a) hereof.
(d) EXEMPT TRANSACTIONS. The restrictions set forth in this
Section 1 shall not apply to transfers of Capital Stock (x) by a Director or
Officer during the year ending March 6, 2001 of up to 250,000 shares of Capital
Stock per Director or Officer or (y) to a Permitted Transferee (as hereinafter
defined); provided however, that such Permitted Transferee must agree in writing
to be bound by such restrictions in connection with any subsequent transfer of
the shares of Capital Stock. The term "Permitted Transferee" shall mean (i) the
parents, spouse, children or grandchildren of a Director or Officer (the
"Immediate Family") or (ii) a trust established for the benefit a member of a
Director or Officer's Immediate Family.
2. MISCELLANEOUS.
(a) WAIVERS AND AMENDMENTS. With the written consent of the
Investors holding at least 66 2/3% of the outstanding shares of Common Stock
issued pursuant to the Purchase Agreement and the written consent of a majority
of the Directors and Officers, (i) the obligations of the Directors and Officers
and the rights of the
2
Investors hereunder may be waived (either generally or in a particular instance,
either retroactively or prospectively and either for a specified period of time
or indefinitely) and (ii) the provisions hereof may be amended or modified. Upon
each such waiver, modification or amendment, the Company shall promptly give
written notice thereof to all the Investors; provided however, that failure to
give such notice shall not adversely affect the validity of the action. Neither
this Agreement nor any provision hereof may be amended, waived, discharged or
terminated orally or by course of dealing, but only by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, except to the extent provided in this Section 2(a).
Specifically, but without limiting the generality of the foregoing, the failure
of any Investor at any time or times to require performance of any provisions
hereof shall in no manner affect the right of an Investor at a later time to
enforce the same. No waiver by any party of the breach of any term or provision
contained in this Agreement in any one or more instances shall be deemed to be,
or construed as, a further or continuing waiver of such breach, or a waiver of
the breach of any other term or covenant contained in the Agreement.
(b) NOTICES. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
delivered, or mailed first class postage prepaid, registered or certified mail,
(i) If to the Investors to each of them at their
respective address listed on Annex A attached hereto;
or
(ii) If to the Company at its principal business address,
which is, as of the date hereof, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other address as the Company may specify by
written notice to Investor; or
(iii) If to a Director or Officer to each of them at their
respective address listed on Annex B attached hereto
and each such notice, request, consent and other communication shall for all
purposes of the Agreement be treated as being effective or having been given
when delivered, if delivered personally, by e-mail or facsimile with
confirmation of receipt or by overnight courier or, if sent by mail, at the
earlier of its actual receipt or three (3) days after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.
(c) INJUNCTIVE RELIEF. It is acknowledged that it will be
impossible to measure the damages that would be suffered by a party hereto if
another party hereto fails to comply with the provisions of this Agreement and
that, in the event of any such failure, the other parties hereto will not have
an adequate remedy at law. The parties hereto shall,
3
therefore, be entitled to obtain specific performance of the parties'
obligations hereunder and to obtain immediately injunctive relief. The parties
hereto shall not argue, as a defense to any proceeding for such specific
performance or injunctive relief, that the other parties hereto have an adequate
remedy at law.
(d) SEVERABILITY. Should any one or more of the provisions of
this Agreement or any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, all other provisions of this
Agreement and of each other agreement entered into pursuant to this Agreement
shall be given effect separately from the provision or provisions determined to
be illegal or unenforceable and shall not be affected thereby.
(e) PARTIES IN INTEREST. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto, whether so
expressed or not. Subject to the immediately preceding sentence, this Agreement
shall not run to the benefit of or be enforceable by any person or entity other
than a person or entity who or which is a party to this Agreement and its
successors and assigns.
(f) HEADINGS. The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
(g) CHOICE OF LAW. It is the intention of the parties that the
internal substantive laws, and not the laws of conflicts, of the State of New
York shall govern the enforceability and validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties.
(h) COUNTERPARTS; FACSIMILE. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument. Delivery of an
executed counterpart of this Agreement by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties have duly executed this Stockholders
Agreement as of the date first above written.
TELEHUBLINK CORPORATION
By:_____________________________
Name:___________________________
Its:______________________________
DIRECTORS AND OFFICERS
[to come]
INVESTORS
CFE, Inc.
By:______________________________
Name:____________________________
Its:______________________________
By:______________________________
Name:____________________________
Its:______________________________
5
ANNEX A
LIST OF INVESTORS
# OF SHARES OF COMMON
INVESTORS REQUIRED PAYMENT STOCK WARRANTS
---------------------------- ----------------- --------------------- ---------
CFE, Inc. $2,500,000 833,333 833,333
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 500,000 166,667 166,667
▇▇▇▇ Guezand 500,000 166,667 166,667
First Global Ventures, Inc. 1,000,000 333,333 333,333
ZeroDotNet 1,000,000 333,333 333,333
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 100,000 333,333 333,333
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇.▇. 150,000 50,000 50,000
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,000 33,333 33,333
▇▇▇▇▇ ▇▇▇▇▇ 100,000 33,333 33,333
▇▇▇▇▇ ▇.▇▇▇▇▇ - ACF 100,000 33,333 33,333
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ - ACF 100,000 33,333 33,333
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇, as 100,000 33,333 33,333
co-trustees FBO DASCAS
Revocable Living Trust
▇▇▇▇▇▇▇ Merdik 200,000 66,667 66,667
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 200,000 66,667 66,667
▇▇▇ ▇▇▇▇▇▇ 1,000,000 333,333 333,333
▇▇▇▇ ▇▇▇▇▇▇ 200,000 66,667 66,667
▇▇. ▇▇▇▇▇▇ ▇▇▇▇ 150,000 50,000 50,000
▇. ▇▇▇▇▇▇▇▇ 100,000 33,333 33,333
TOTAL $8,100,000 2,699,999 2,699,999
6
ANNEX B
LIST OF DIRECTORS AND OFFICERS
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
