SHAREHOLDERS’ AGREEMENT
Exhibit
10.9
SHAREHOLDERS’ AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 11,
2000, by and between Interactive Imaging Systems, Inc., a Delaware corporation (the “Company”) and
certain Shareholders in the Company, each of whom will execute a counterpart signature page of this
Agreement (collectively, the “Shareholders” and each individually, a “Shareholder”).
RECITALS:
Each of the Shareholders has agreed to certain restrictions on the. transfer of
the Company’s $.001 par value Common Stock and in return, the Company has agreed to grant certain
registration rights with respect to the shares of the Company’s Common Stock that are issued to
each Shareholder, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. TRANSFER LIMITATION
1.1 Rationale. The Shareholders and the Company believe it to be in
their best interests to impose certain restrictions on the transfer or other disposition of the
Common Stock in order to provide for continuity in the control and management of the Company and
to prevent the Common Stock from becoming owned by persons or entities whose purposes and
interests would not be in the best interests of the Company, its business and the Shareholders.
1.2 Dispositions Restricted. Prior to October 11, 2002, no Shareholder
shall make or suffer to be made any sale, gift, pledge, mortgage, encumbrance, distribution,
transfer, assignment, hypothecation or disposition of any kind (a “Disposition”) of any of his or
her shares of Common Stock without first obtaining the consent of the Board of Directors of the
Company; except that no such consent shall be required in the case of a Disposition to another
then-current Shareholder. The Company shall not suffer or permit any Disposition, except as may
be expressly permitted under this Agreement. The foregoing restrictions on Dispositions shall
automatically terminate on the earlier to occur of: (a) October 11, 2002; (b) the closing of the
first public offering by the Company of shares of Common Stock of the Company registered under
the Securities Act of 1933, as amended; or (c) the closing of the sale of the majority of the
Company’s Common Stock or assets to a third party.
1.3 Legend. During the term of the foregoing restrictions on
Dispositions, there shall be placed upon every certificate representing the Common Stock the
following legend: This certificate and the shares represented hereby are subject to, and
transfer of such shares is restricted by, the provisions of an agreement among the issuing
Company and certain of its shareholders dated October 11, 2000, and any amendments thereto, a
copy of which agreement is on file at the principal office of the Company. Upon expiration of the
foregoing restrictions on Dispositions, each Shareholder may request the Company to issue a new
certificate representing the Common Stock, owned by such
Shareholder without the foregoing
legend.
2. REGISTRATION RIGHTS
2.1 Certain Definitions. For purposes of this Agreement:
(a) Registration. The terms “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the “Securities Act”),
including Regulation S-B thereunder, if available, and the declaration or ordering of
effectiveness of such registration statement.
(b) Registrable Securities. The term “Registrable Securities” means: (1) all of the
shares of Common Stock of the Company held by the Shareholders as of October 11, 2000; (2) all
shares of Common Stock of the Company issued following an exercise of a stock option granted
pursuant to the 1997 Stock Option. Plan of the Company; and (3) any shares of Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, all such shares of Common Stock described in clauses (1) and (2) of this
subsection (b); excluding in all cases, however, any Registrable Securities sold by a
person in a transaction which violates Section 1 or in which rights under this Section 2 are not
assigned in accordance with Section 3 of this Agreement.
(c) Registrable Securities Then Outstanding. The number of
shares of “Registrable Securities then outstanding” shall mean the number of shares of Common
Stock which are Registrable Securities and are then-issued and outstanding.
(d) Holder. The term “Holder” means any person owning of
record Registrable. Securities that have not been sold to the public or sold pursuant to Rule
144 promulgated under the Securities Act or any assignee of record of such Registrable Securities
to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.
(e) SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange
Commission.
2..2 Piggyback Registrations. The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to filing any registration
statement under the Securities Act for purposes of effecting a public offering of securities of the
Company (including, but not limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding registration statements relating to the Company’s
initial public offering) and will afford each such Holder an opportunity to include in such
registration statement all or any part of the Registrable Securities then held by such Holder. Each
Holder desiring to include in any such registration statement all or any part of the Registrable
Securities held by such Holder shall, within twenty (20) days after receipt of the above-described
notice from the Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Registrable Securities such Holder wishes to include in such registration
statement. If a Holder decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities,
all upon the terms and conditions set forth herein.
(a) Underwriting. If a registration statement under which the Company gives notice
under this Section 2.2 is for an underwritten offering, then the Company shall so advise the
Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable
Securities to be included in a registration pursuant to this Section 2.2 shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an underwriting agreement
in customary form with the managing underwriter or underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing underwriter determine(s) in
good faith that marketing factors require a limitation of the number of shares to be underwritten,
then the managing underwriter(s) may exclude shares (including Registrable Securities) from the
registration and the underwriting, and the number of shares that may be included in the
registration and the underwriting shall be allocated, first, to the Company; second to
holders of the Company’s Preferred Stock (or Registrable Securities issuable upon conversion of
such Preferred Stock), if any; third to the holders of “registrable securities,” as that term is
defined in, and pursuant to, that certain Registration Rights Agreement, dated as of October 11,
2000, by and among the Company and certain investors in the Company; and fourth to the
Holders requesting inclusion of their Registrable Securities in such registration statement
pursuant to this Section 2.2 on a pro rata basis based on the total number of Registrable
Securities held by each such Holder. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the
underwriter, delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from such underwriting
shall be excluded and withdrawn from the registration, but such Holder shall nevertheless continue
to have the right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities,
all upon the terms and conditions set forth herein. For any Holder which is a partnership or
corporation, the partners, retired partners and shareholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the benefit of any of
the foregoing persons shall be deemed to be a single “Holder”, and any pro rata
reduction with respect to such “Holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in such “Holder,” as
defined in this sentence.
(b) Expenses. The Company shall bear and pay all expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2.2 and 2.3, including (without limitation) all registration, filing and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the
Company and the reasonable fees and disbursements of one counsel for the selling Holders selected
by those Holders with a majority of the Registrable Securities included in the registration.
2.3 Obligations of the Company. Whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company shall, as expeditiously as commercially
reasonable:
(a) Furnish to the Holders and to the underwriters, if any, such
number of copies of the registration statement, prospectus, and preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable Securities owned by
them that are included in such registration.
(b) Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that
the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or
jurisdictions.
(c) Notify each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under the Securities Act
of the happening of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
(d) Use its reasonable best efforts either to (i) cause all the Registrable Securities
covered by any registration statement to be listed on a recognized stock market or exchange in the
United States or in Canada, if the listing of such Registrable Securities is then permitted under
the rules of such market or exchange, or (ii) secure the quotation of the Registrable Securities
on the OTC Bulletin Board.
2.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2.2 and 2.3 that the
selling Holders shall furnish to the Company such information regarding themselves, the Registrable
Securities held by them, and the intended method of disposition of such securities as shall be
reasonably required to timely effect the registration of their Registrable Securities.
2.5 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or implementation of this Section
2.
2.6 Indemnification. With respect to Registrable Securities that are
included in a registration statement under Section 2.2:
(a) By the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the partners, officers, directors of
each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “1934 Act”), against any expenses, losses,
claims, damages, or liabilities (joint or several) (or actions in respect thereof) to which they
may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar
as such expenses, losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or violations (collectively a
“Violation”):
(i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, preliminary prospectus, final
prospectus, offering circular or other document contained therein or any amendments or supplements
thereto;
(ii) the omission or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of
the Securities Act, the 1934 Act, any federal or state securities law or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities
law in connection with the offering covered by such registration statement; and the Company will
reimburse each such Holder, partner, officer, director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them, as incurred, in connection with
investigating, defending or settling any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such Holder or its agent, partner,
officer, director, underwriter or controlling person of such Holder.
(b) By Selling Holders. To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its officers who have
signed the registration statement, each person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities under such
registration statement or any of such other Holder’s partners, directors or officers or
any person who controls such Holder within the meaning of the Securities Act or the 1934 Act,
against any losses, claims, damages or liabilities (joint or several) to which the Company or any
such director, officer, controlling person, underwriter or other such Holder, partner or director,
officer or controlling person of such other Holder may become subject under the Securities Act, the
1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder or its agent expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, controlling person, underwriter or other Holder,
partner, officer, director or controlling person of such other Holder in connection with
investigating, defending or settling any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection 2.6(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided, further, that the total amounts payable in
indemnity by a Holder under this Section 2.6(b) in respect of any Violation shall not exceed the
net proceeds received by such Holder in the registered offering out of which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party under
this Section 2.6 of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 2.6, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.6, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.6.
(d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the
Company and Holders are subject to the condition that, insofar as they relate to any Violation made
in a preliminary prospectus but which Violation is eliminated or remedied in the amended prospectus
on file with the SEC at the time the registration statement in question becomes effective or the
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus), such
indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus
was furnished to the indemnified party and was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required by the Securities Act.
(e) Contribution. In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any Holder exercising rights
under this Agreement, or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 2.6 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 2.6 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of any such selling Holder
or any such controlling person in circumstances for which indemnification is provided under this
Section 2.6; then, and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in connection with
the statements or omissions that resulted in such expense, loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of each such party in connection
with such statements or omissions as well as .any other relevant considerations; provided,
however, that, in any such case, (A) the total amounts payable in contribution by any
Holder under this Section 2.6(e) shall not exceed the net proceeds received by such Holder in the
registered offering out of which such responsibility arises; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.
(f) Survival. The obligations of the Company and Holders under
this Section 2.6 shall survive the completion of any offering of Registrable Securities in a
registration statement, and otherwise.
2.7 “Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the
extent requested by the Company or an underwriter of securities of the Company, sell or otherwise
transfer or dispose of any Registrable Securities or any shares of capital stock of the Company
then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly
bound) for up to one hundred eighty (180) days following the effective date of any registration
statement (other than a registration statement relating to any employee benefit plan or to any
acquisition, merger, consolidation or other corporate reorganization) of the Company filed under
the Securities Act (whether filed pursuant to the provisions of this Agreement or otherwise);
provided, however, that:
(a) such agreement shall not apply to shares of capital stock of the Company sold pursuant to
such registration statement;
(b) all executive officers and directors of the Company then holding Common Stock of the
Company enter into a similar agreement, and any other stockholder of the Company then-owning at
least two percent (2%) of the shares of the Company’s Common Stock on a fully-diluted basis, also
enters into a similar agreement; and
(c) in an offering other than the Company’s initial public offering, such
agreement shall apply only for a period of 90 days from the effective date of the
registration statement filed under the Securities Act with respect thereto.
In order to enforce the foregoing covenant, the Company shall have the right to place
restrictive legends on the certificates representing the shares subject to this Section and to
impose stop transfer instructions with respect to the shares of stock of each Holder (and the
shares or securities of every other person subject to the foregoing restriction) until the end of
such period.
2.8 Rule 144 Reporting. With a view to making available the benefits of certain rules
and regulations of the Commission which may at any time permit the sale of the Registrable
Securities to the public without registration, after such time as a public market exists for the
Common Stock of the Company, the Company agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times after the
effective date of the first registration under the Securities Act filed by the Company for an
offering of its securities to the general public;
(b) File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the 1934 Act (at any
time after it has become subject to such reporting requirements); and
(c) So long as a Holder owns any Registrable Securities, to
furnish to the Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the
effective date of the first registration statement filed by the Company for an offering of its
securities to the general public), of the Securities Act and the 1934 Act (at any time after it
has become subject to the reporting requirements of the 1934 Act), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents of the Company as
a Holder may reasonably request in availing itself of any rule or regulation of the Commission
allowing a Holder to sell any such securities without registration (at any time after the Company
has become subject to the reporting requirements of the 1934 Act).
3. ASSIGNMENT
Notwithstanding anything herein to the contrary, the registration rights of a Holder under
Section 2 hereof may be assigned by a Holder only to a party who acquires all of the shares of
Registrable Securities of such Holder in a transaction allowed pursuant to the terms of Section 1,
if then applicable; provided, however that no party may be assigned any of the
foregoing rights unless the Company is given written notice by the assigning party at the time of
such assignment stating the name and address of the assignee and identifying the securities of the
Company as to which the rights in question are being assigned; and provided,
further that any such assignee shall receive such assigned rights subject to all the terms
and conditions of this Agreement, including without limitation the provisions of this Section 3.
4. GENERAL PROVISIONS
4.1 Amendment of Rights. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and Holders of a
majority of all Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this Section 4.1 shall be binding upon each Holder, each permitted successor or
assignee of such Holder and the Company
4.2 Governing Law. The internal laws of the State of Delaware (irrespective if its
conflict of law principles) will govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the parties hereto.
4.3 Severability. If any provision of this Agreement, or the application
thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and application of such provision to other persons or circumstances will be interpreted
so as reasonably to effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the economic, business and other purposes of the void or
unenforceable provision.
4.4 Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be an original as regards any party whose signature appears thereon and all of which
together will constitute one and the same instrument. This Agreement will become binding when one
or more counterparts hereof, individually or taken together, will bear the signatures of all
parties reflected hereon as signatories. Facsimile copies of such counterparts are acceptable.
4.5 Notices. Any notice or other communication required or permitted to be given under
this Agreement will be in writing, will be delivered personally, by registered or certified mail,
postage prepaid, by confirmed facsimile or by nationally recognized courier service, and will be
deemed given upon delivery, if delivered personally, or five days after deposit in the mail, if
mailed, or upon receipt if delivered by confirmed facsimile or nationally recognized courier
service to the following addresses:
| (i) If to Company: | ||||
| Interactive Imaging Systems, Inc. | ||||
| 0000 Xxxxxxxx-Xxxxxxxxx Xxxxxxxx Xxxx | ||||
| Xxxxxxxxx, Xxx Xxxx 00000 | ||||
| Facsimile: (000) 000-0000 | ||||
| Attention: Xxxx X. Xxxxxxx, President | ||||
| With a copy to: | ||||
| Xxxxxx X. Xxxxx, Esq. | ||||
| Xxxxxxxxx & Xxxxxxx LLP | ||||
| 1800. Xxxxx Xxxxxx | ||||
| Xxxxxxxxx, Xxx Xxxx 00000 | ||||
| Facsimile:
(000) 000-0000 |
||||
| (ii) If to Shareholders: | ||||
To the addresses set forth on the counterpart signature pages hereto or to such other address
as a party may have furnished to the other parties in writing pursuant to this Section 4.5.
4.6 Absence of Third Party Beneficiary Rights. No provisions of this Agreement are
intended, nor will be interpreted, to provide or create any third party beneficiary rights or any
other rights of any kind in any client, customer, affiliate, stockholder, partner or any party
hereto or any other person or entity unless specifically provided otherwise herein, and, except as
so provided, all provisions hereof will be solely between the parties to this Agreement.
4.7 Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the shares of the Common Stock in the Company, and,
except for the Stock Redemption and Purchase Agreement, dated December 3, 1998, by and among the
Company and certain shareholders of the Company, supersedes all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied, written or oral,
between the parties. Such superseded agreements shall include but not be limited to the Kaotech
Corporation Shareholders Agreement, dated as of November 20, 1997 and, upon the closing of a
private placement offering by the Company in the minimum aggregate amount of $750,000 at a minimum
valuation for the Company of $2,500,000, both the Voting Agreement by and among Xxxx X. Xxxxxxx,
Xxx Xxxxxx and the Company, dated December 3, 1998 and the Cross Purchase Agreement by and between
Kopin Corporation, certain other shareholders in the Company, Xxx Xxxxxx and the Company, dated
December 3, 1998. If the closing of the private placement offering contemplated in the preceding
sentence does not occur, then the rights and obligations of the parties to both the Voting and
Cross Purchase Agreements dated. December 3, 1998 shall remain in full force and effect. The
express terms hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.
4.8 Termination. The Company will have no obligations pursuant to Section 2.2 with
respect to any Holder if, (i) in the opinion of counsel to the Company, all Registrable Securities
held by such Holder may be sold in a three-month period without registration under the Securities
Act pursuant to Rule 144 promulgated under the Securities Act or otherwise; or (ii) if all
Registrable Securities held by such Holder have been registered and sold to the public or sold
pursuant to Rule 144 promulgated under the Securities Act and/or have been transferred or sold in
a transaction in which registration rights hereunder have not been assigned in accordance with
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, unless otherwise
indicated, effective as of the date and year first above written.
| INTERACTIVE IMAGING SYSTEMS, INC. | ||||
By:
|
/s/ Xxxx X. Xxxxxxx
|
|||
Name:
|
Xxxx X. Xxxxxxx | |||
Title:
|
President | |||
[Remainder of page intentionally left blank]
Shareholders Agreement
Counterpart Signature Page
Counterpart Signature Page
The undersigned, being a Shareholder of Common Stock in the Company, executes and agrees to be
bound by and obtain the benefits of, the Shareholders Agreement dated as of October 11, 2000.
SHAREHOLDER
| Signature: | ||||||
| Name: | ||||||
Address: |
||||||
Date: |
[Counterpart signature page to the Shareholders Agreement]
