Shareholders Agreement - Choice Information Systems Inc., Michael W. Payton, Terence E. Hahm, Quindeca Corp. and Daily Journal Corp.
SHAREHOLDERS AGREEMENT
DATED JANUARY 22, 1999
BY AND AMONG
CHOICE INFORMATION SYSTEMS, INC.
MICHAEL W. PAYTON,
TERENCE E. HAHM
QUINDECA CORPORATION
AND
DAILY JOURNAL CORPORATION
SHAREHOLDERS AGREEMENT
OF
CHOICE INFORMATION SYSTEMS, INC.
THIS AGREEMENT is made and entered into on this day of January 22, 1999,
(the "Effective Date") by and among Choice Information Systems, Inc., a Virginia
corporation (the "Company"), and Michael W. Payton, Terence E. Hahm, Quindeca
Corporation, a Colorado corporation, and Daily Journal Corporation, a South
Carolina corporation (each a "Shareholder" and, collectively, the
"Shareholders").
RECITALS
The Shareholders are owners of outstanding shares of the Company's capital
stock.
Certain of the parties are concurrently entering into an Asset Purchase
Agreement among the Company, Quindeca Corporation and Jerry L. Short and a Stock
Purchase Agreement among the Company, the Daily Journal Corporation, Michael W.
Payton and Terence E. Hahm. As a condition to the consummation of the
transactions contemplated by those agreements, the parties are entering into
this Agreement. The purpose of this Agreement is to establish certain rights
and certain restrictions regarding the stock of the Company.
AGREEMENT
In consideration of the mutual promises and covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:
Article 1
Definitions
As used in this Agreement, the following terms (whether used in singular or
plural forms) shall have the following meanings:
"Affiliate" of a specified Person means any other Person (1) which,
directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the specified Person, (2) which
beneficially owns or holds 50% or more of any class of the voting securities or
equity of the specified Person, or (3) 50% or more of the voting securities or
equity of which is beneficially owned or held by the specified
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Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" means this Shareholders Agreement, as executed and as it may be
amended from time to time.
"Beneficial owner" and "owned beneficially" with respect to any equity or
voting interest means any person or entity which directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise has or
shares: (a) voting power which includes the power to vote, or to direct the
voting of, such interest; and/or (b) investment power which includes the power
to dispose, or to direct the disposition of, such interest. A person or entity
shall also be deemed to be the beneficial owner of an interest for purposes of
this Agreement, if the person or entity has the right to acquire beneficial
ownership of such interest, including but not limited to any right through an
option, warrant, right to purchase or conversion. When two or more persons or
entities act as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding, transferring or voting of interests, such
syndicate or group shall be deemed a "person" for purposes of this definition.
"Company" means Choice Information Systems, Inc., a Virginia corporation,
and any of its successors or assigns.
"Disposition" and "disposed of" mean any sale, gift, transfer, assignment,
pledge, mortgage, distribution or other form of disposition or conveyance,
whether voluntary, involuntary or by operation of law, and whether testamentary
or inter vivos, or otherwise, or any attempted disposition, including but not
limited to a transfer or attempted transfer pursuant to a court ordered property
settlement in connection with a marital dissolution or pursuant to a written
separation agreement. For purposes of this Agreement, in the case of Quindeca
Corporation as a Shareholder and in the case of a Shareholder which is not a
natural person, does not have its equity securities traded on an established
public market and beneficially owns Shares constituting more than 10% of the
total assets of the Shareholder as shown on its balance sheet after acquisition
of the Shares when prepared in accordance with generally accepted accounting
principles as then in effect, "disposition" and "disposed of" include a change
in control of Quindeca Corporation or that Shareholder, whether through a
merger, consolidation, reorganization or a sale of substantially all assets.
For purposes of this Agreement, "disposition" and "disposed of" do not include a
change in control of (a) Daily Journal Corporation, (b) another entity that
becomes a Shareholder and has its equity securities traded on an established
public market, or (c) an entity that becomes a Shareholder and beneficially owns
Shares constituting 10% or less of the total assets of that Shareholder as shown
on its balance sheet after acquisition of the Shares when prepared in accordance
with generally accepted accounting principles as then in effect, whether through
a merger, consolidation, reorganization or a sale of substantially all assets,
whether or not Daily Journal Corporation or such Shareholder is the surviving
Person, so long as any Person into which Daily Journal Corporation or such other
Shareholder is merged, or any Person formed by any such consolidation, or any
Person to whom Daily Journal Corporation or such other Shareholder sells assets
which include all or any part of the Shares previously held by Daily Journal
Corporation or such other Shareholder accepts the terms and conditions of this
Agreement by executing and delivering a Statement of Acceptance in the form
attached hereto as Exhibit A.
"Original Signatory Party" means each of the four original parties to this
Agreement (excluding the Company) as of January 22, 1999.
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"Permitted Transferee" means (a) an Original Signatory Party, (b) the
spouse, children (by blood or adoption) or other descendants (by blood or
adoption) of an Original Signatory Party, (c) each trust, corporation,
partnership or other entity of which an Original Signatory Party beneficially
owns an 80% or more voting interest, (d) a transferee by will or intestacy, (e)
a transferee of a bona fide gift, (f) a transferee by disposition in an
involuntary manner without the consent of the holder of the Shares, including
without limitation dispositions under judicial order relating to bankruptcy, or
(g) any pledgee under a pledge that is made pursuant to a bona fide loan
transaction, provided that the term Permitted Transferee does not include any
pledgee or other Person acquiring Shares due to a default on the loan secured by
the pledge.
"Person" means any natural person, corporation, limited liability company,
partnership, trust or other entity.
"Shareholder" or, collectively, "Shareholders" shall mean each of the
Original Signatory Parties, as well as subsequent Shareholders who become
parties hereto in accordance with this Agreement, including the execution and
delivery of an instrument in the form attached hereto as Exhibit A.
"Shareholder" shall also mean any successors or assigns of any signatory party
in interest or power with respect to any Shares owned beneficially now or in the
future by any signatory party and any subsequent successors or assigns with
respect to any such Shares; provided, however, that no succession or assignment
shall be deemed to be permitted under this Agreement by virtue of this
definition.
"Shares" means any and all shares of Common Stock of the Company; any and
all other equity or voting securities of the Company; any equity or voting
securities of the Company for or into which such Common Stock or such other
securities (or any successor equity or voting security) is exchanged,
reclassified or converted; any options, warrants or other securities which may
be converted into or carry rights to acquire equity or voting securities of the
Company; and any right or interest with respect thereto.
Article 2.
Restrictions on Disposition of Shares
Section 2.1 Restriction. The Shareholders shall not make or attempt to
make a disposition of any Shares owned beneficially now or in the future, unless
in compliance with the terms and conditions of this Agreement.
Section 2.2 Effect. The restrictions, terms and conditions of this
Agreement shall remain in effect as to all Shares owned beneficially now or
acquired in the future by a Shareholder, whether or not disposed of in
accordance with the terms and conditions of this Agreement and whether or not
the Shares are in the hands of an original Shareholder or a subsequent
Shareholder, including a Permitted Transferee, regardless of how or when
acquired. No disposition of such Shares shall in any way enlarge or limit any
rights or obligations under this Agreement.
Section 2.3 Statement of Acceptance. No disposition of Shares shall be
effective unless in compliance with this Agreement and unless and until the
proposed transferee, including a Permitted Transferee and the Transferee's
spouse (if any), shall accept the terms and conditions of this Agreement by
executing and delivering a Statement of Acceptance in the form attached hereto
as Exhibit A. '
Section 2.4 Company's Role. The Company shall not transfer or reissue any
of the Shares in violation of this Agreement or without proof of compliance with
this Agreement, and the Company shall not transfer or reissue any of the Shares
except as the same shall be made subject to this Agreement
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by acceptance of the terms and conditions hereof by a proposed transferee or
recipient, by executing and delivering a Statement of Acceptance in the form
attached hereto as Exhibit
A.
Section 2.5 Legend. The Company and Shareholders shall cause any
certificates for Shares subject to this Agreement to be endorsed substantially
as follows:
"Notice of Restrictions on Disposition
This certificate and the shares of stock represented thereby are subject
to the provisions of a Shareholders Agreement dated as of January 22,
1999, (as it may be amended from time to time) whereby the disposition of
such shares of stock or any interest therein is restricted. A copy of
said Agreement is on file at the registered office of the Company where
it may be inspected."
Further, the Company shall cause all certificates evidencing Shares which are
transferred or reissued subsequent to the execution of this Agreement to be
endorsed with said notice.
Section 2.6 Offer to Company and Shareholders. Except for a disposition
to a Permitted Transferee, if a Shareholder (the "Transferring Shareholder")
desires to dispose of any of the Shareholder's Shares (those Shares proposed to
be disposed of called the "Available Shares"), the Transferring Shareholder
shall first offer all Available Shares to the Company and the other Shareholders
by written notice (the "Initial Notice") stating the Shares which the
Transferring Shareholder desires to dispose of and the proposed price (expressed
in dollars) and terms of disposition (which shall be for cash payable upon the
transfer). The Company and each of the other Shareholders shall then have 30
days within which to give notice (the "Return Notice") of the maximum number of
Available Shares they wish to acquire at the specified price and terms. Copies
of each Return Notice shall be sent to the Company, to the Transferring
Shareholder and to each other Shareholder. '
The Company shall be entitled to purchase any or all of the Available
Shares, subject to the requirement that all Available Shares must be acquired by
the Company and other Shareholders in order for the offer of the Transferring
Shareholder to be accepted. If the Company elects to purchase fewer than all of
the Available Shares, each Shareholder (other than the Transferring Shareholder)
shall be entitled to acquire a pro rata portion of the balance of the Available
Shares remaining. Pro rata portion for this purpose means the number of shares
each Shareholder electing to purchase Available Shares owns as compared to the
number of Shares owned by all Shareholders electing to purchase the Available
Shares.
Section 2.7 Payment. The Company shall, at the close of the 30-day period
provided in Section 2.6 for delivery of the Return Notice, confirm by notice the
Available Shares to be acquired by each Shareholder and by the Company. Payment
for the Available Shares shall be delivered within 30 days thereafter at the
price and on the terms specified in the Initial Notice, against receipt from the
Transferring Shareholder of certificates for the Available Shares purchased,
duly endorsed for transfer, free and clear of all liens, restrictions, claims
and encumbrances, except as provided in this Agreement and under applicable
securities laws.
Section 2.8 Right to Sell. If, at the close of the 30-day period provided
in Section 2.6 for delivery of the Return Notice, the Company and the other
Shareholders have not sent notice of their intention to acquire, in the
aggregate, all of the Available Shares, the Transferring Shareholder shall have
90 days to dispose of the Available Shares specified in the Initial Notice at
the price and on the terms set forth in the Initial Notice, or at a higher price
than the price specified therein. After the expiration of 90
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days, the Transferring Shareholder may not dispose of such Shares unless and
until they are again offered to the Company and the other Shareholders under the
procedures specified in Sections 2.6 through 2.8, where applicable.
Section 2.9 Permitted Transferees. Each Shareholder shall have the right
to dispose of all or any part of his or her Shares to a Permitted Transferee in
compliance with the terms of Sections 2.2, 2.3 and 2.5 and the other Articles of
this Agreement.
Article 3.
Co-Sale Rights
Section 3.1 Additional Rights. If any Shareholder or Shareholders desire
to dispose of Shares representing more than 50% of the outstanding Shares of the
Company, then this Article 3 shall apply to those transactions and Sections 2.6
through 2.8 above, concerning a right of first offer, shall not apply to the
proposed dispositions.
Section 3.2 Tag-Along Rights.
(a) Except for a disposition to a Permitted Transferee, no Shareholder
or Shareholders desiring to dispose of Shares representing more than 50% of the
outstanding Shares shall, in any one transaction or series of transactions,
dispose of or accept an offer to dispose of Shares unless (i) such transferring
Shareholder(s) (the "Subject Shareholder") shall have received a bona fide offer
for the acquisition of the Shares and (ii) the bona fide offer includes an offer
to each nontransferring Shareholder (at its option) to purchase, on the same
terms and conditions as have been extended to the Subject Shareholder, the Tag-
Along Shares held by such nontransferring Shareholder. For purposes of this
Agreement, "Tag-Along Shares" shall mean the number of Shares obtained by
multiplying the number of Shares held by a nontransferring Shareholder as of the
date of the transfer notice by a fraction, the numerator of which is the number
of Shares proposed to be disposed of by the Subject Shareholder and the
denominator of which is the total number of Shares held by the Subject
Shareholder. A transfer notice must be given by the Subject Shareholder to the
nontransferring Shareholders and the Company at least 30 days in advance of the
proposed disposition which: (i) sets forth such Subject Shareholder's intention
to dispose of its Shares; (ii) specifies the consideration to be received by the
Subject Shareholder in exchange for such Shares; (iii) indicates the number of
Shares proposed to be disposed of in such transaction or series of related
transactions; (iv) identifies the name and address of the proposed transferee;
(v) indicates the date on which the proposed transfer is to occur; and (vi)
includes a copy of the bona fide offer (and any related correspondence
reasonably necessary to understand and evaluate such bona fide offer). The
Subject Shareholder shall also provide additional information reasonably
requested by other Shareholders with respect to the proposed disposition. Any
nontransferring Shareholder may elect to accept the offer to purchase included
in the bona fide offer for the Tag-Along Shares by providing written notice of
its acceptance of such offer to each of the Company, the proposed transferee and
the other Shareholders, on or prior to the 30th day after the delivery of the
transfer notice (which transfer by such Shareholder shall not be subject to
Sections 2.6 through 2.8). If, within 30 days after the receipt of a transfer
notice, a nontransferring Shareholder has not accepted the offer to purchase
included in the bona fide offer, such nontransferring Shareholder shall be
deemed to have waived any and all rights with respect to the sale or other
disposition of Shares described in the transfer notice. '
(b) In the event that the nontransferring Shareholders do not accept the
offer from a proposed transferee as specified in Section 3.2(a), the proposed
transferee may purchase from the Subject Shareholder or
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Shareholders the number of Shares of such Shareholders set forth in the transfer
notice.
(c) In the event that any nontransferring Shareholder elects to accept
the offer from such proposed transferee, the proposed transferee shall purchase
from the Subject Shareholder the number of Shares set forth in the transfer
notice and from each electing nontransferring Shareholder its Tag-Along Shares.
Section 3.3 Bring-Along Rights.
(a) In the event that one or more Shareholders determine to dispose of
Shares representing more than 50% of the outstanding Shares (the "Sellers") to a
third Person that is not a Permitted Transferee (a "Buyer") pursuant to a bona
fide offer (a "Sale"), each of the other Shareholders shall be obligated to and
shall upon the written request of the Sellers: (i) sell, transfer and deliver,
or cause to be sold, transferred and delivered, to the Buyer, his or her Shares,
on the same terms and conditions applicable to the Sellers (with appropriate
adjustments to reflect the relative preferences and priorities of the Shares);
and (ii) execute and deliver such instruments of conveyance and transfer and
take such other actions, including voting such Shares in favor of any Sale
proposed by the Sellers and executing any agreements or related documents, as
the Sellers or the Buyer may reasonably require in order to carry out the terms
and provisions of this Section 3.3.
(b) Not less than 30 days prior to the date proposed for the closing of
any Sale, the Sellers shall give written notice to the other Shareholders,
setting forth the information required in Section 3.2(a) and stating the
interest of the Sellers to exercise their rights pursuant to this Section 3.3.
The Sellers shall provide any additional information reasonably requested by
other Shareholders with respect to the Sale.
Article 4.
Preemptive Rights
Section 4.1 Notice of Issuance. The Company will give each Shareholder at
least 20 days prior written notice of any proposed sale or issuance by the
Company of any Shares, except for Exempt Issuances (as defined below). The
notice will identify the Shares to be issued, the approximate date of issuance,
and the price and other terms and conditions of the issuance. The notice will
also include an offer (the "Offer") to transfer to each Shareholder its
Proportionate Percentage (as defined below) of such Shares (the "Offered
Securities") at the price and on the other terms as are proposed for such sale
or issuance. The Offer by its terms shall remain open for a period of 15 days
from the date of receipt of such notice and may be accepted by any Shareholder
in the Shareholder's sole discretion. The Offer will also specify each
Shareholder's Proportionate Percentage.
Section 4.2 Acceptance. Each Shareholder shall give notice to the Company
of the Shareholder's intention to accept an Offer prior to the end of the 15-day
period of the Offer, setting forth the portion of the Offered Securities which
the Shareholder elects to purchase and specifying the maximum number of
additional Shares the Shareholder is willing to purchase if any other
Shareholder declines to purchase all of the other Shareholder's Offered
Securities. If any Shareholder fails to subscribe for that Shareholder's
Proportionate Percentage of the Offered Securities, the other subscribing
Shareholders shall be entitled to purchase Offered Securities as are not
subscribed for by such Shareholder, up to the number of additional Shares
specified in their notice in the same relative proportion in which they were
initially entitled to purchase the Offered Securities. The Company shall notify
each Shareholder within five days following the expiration of the 15-day period
described above of the additional amount of Offered Securities
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which each Shareholder may purchase pursuant to the foregoing sentence and each
Shareholder shall then have five days from the delivery of such notice to
indicate such additional amount, if any, that the Shareholder wishes to
purchase.
Section 4.3 Sale to Shareholders. Upon the closing of any sale or
issuance as to which the Company has given notice under Section 4.1, each of the
Shareholders shall purchase from the Company, and the Company shall sell to the
Shareholder, the Offered Securities subscribed for by the Shareholder at the
price and on the terms specified in the Offer, which shall be the same price and
terms at which all other Persons acquire such Shares in connection with such
sale or issuance.
Section 4.4 Sale to Third Parties. If, but only if, the Shareholders do
not subscribe for all of the Offered Securities, the Company shall have 150 days
from the end of the foregoing 15- or five-day period, whichever is applicable,
to sell all or any part of such Offered Securities as to which Shareholders have
not accepted an Offer to any other Persons, at a price and on terms and
conditions which are no more favorable to such other Persons or less favorable
to the Company than those set forth in the Offer. Any Offered Securities not
purchased by the Shareholders or other Persons in accordance with Section 4.3
and Section 4.4 may not be sold or otherwise disposed of until they are again
offered to the Shareholders under the procedures specified in this Article 4.
Section 4.5 Exempt Issuances; Proportionate Percentage. As used in this
Article, "Exempt Issuances" means (a) the issuance of any Shares to any
employees of the Company or any wholly-owned subsidiary of the Company, (b) the
issuance of any Shares to satisfy any option or warrant rights, conversion
rights or other outstanding rights to acquire any Shares as to which rights the
Company complied with provisions of this Article 4 or was not required to comply
with those provisions, and (c) the issuance of any Shares sold for other than
money. "Proportionate Percentage" of a Shareholder means a fraction of which
(a) the numerator is the number of then outstanding shares of Common Stock held
by such Shareholder and (b) the denominator is the total number of then
outstanding shares of Common Stock.
Article 5.
Transactions with Affiliates
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Neither the Company nor any entity of the Company of which the Company owns
beneficially more than 50% of the outstanding voting or equity securities will
enter into any transaction, including without limitation, the purchase, sale or
exchange of property or the rendering of any service, with any Affiliate of the
Company, except in the ordinary course of and pursuant to the reasonable
requirements of the Company's or such controlled entity's business and upon
commercially reasonable terms no less favorable to the Company or such
controlled entity than would be obtained in a comparable arm's-length
transaction with a Person not an Affiliate. No party to this Agreement may
bring any claim against the Company or any Affiliate of the Company alleging a
breach of this Article 5, or recover any damages or require specific performance
therefor, if either (a) the party previously approved in writing the transaction
giving rise to such claim after receiving written notice of the transaction and
its material terms and having subsequently being given a reasonable opportunity
to question management of the Company regarding the terms of the transaction, or
(b) such claim is brought more than one year after the later to occur of (i) the
first transaction giving rise to such claim or (ii) the delivery of written
notice to the party specifying the material terms of the transaction. The
delivery of monthly or quarterly financial statements (prepared as indicated
below) or annual financial statements of the Company (prepared in accordance
with generally accepted accounting principles as then in effect) shall
constitute written notice of material terms of a transaction shown in the
financial statements or allocations reflected in the financial statements, so
long as the receiving party is given a reasonable opportunity to question
management of the Company regarding the terms and other details of the
transaction or allocations. The monthly or quarterly financial statements that
constitute written notice may be prepared either (a) in accordance with
generally accepted accounting principles as then in effect or (b) if annual
financial statements of the Company are prepared for the fiscal year containing
such month or quarter in accordance with generally accepted accounting
principles as then in effect, then in accordance with the Company's books and
records. This Article 5 shall not apply to corporate wide programs and plans of
the Daily Journal Corporation (for example, health plans) applicable on the same
or substantially the same terms and conditions to the Daily Journal Corporation
and generally its Affiliates. This Article 5 is also effective only as to and
shall only benefit Michael W. Payton, Terence E. Hahm and Quindeca Corporation
and shall not benefit any of their successors, assigns or transferees (including
Permitted Transferees).
Article 6.
Specific Enforcement
Because of the unique relationship of the Shareholders in the Company and
the unique value of their Shares, in addition to any other remedies for breach
hereof, this Agreement shall be specifically enforceable.
Article 7
Notices
All notices required or permitted to be given or made pursuant to this
Agreement shall be in writing and shall be deemed given when delivered in
person, by overnight delivery service, or by express or certified mail, with
postage or other charges prepaid, to the parties at the addresses set forth
below their signatures to this Agreement, or such other addresses as may from
time to time be designated by notice hereunder.
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Article 8.
Term
This Agreement shall continue in effect until the occurrence of any one of
the following events, whichever is first to occur:
(a) cessation of the Company's business;
(b) the insolvency, bankruptcy, receivership or dissolution of the
Company;
(c) the voluntary written agreement by all Original Signatory Parties or
by the voluntary written agreement of the Shareholders who hold all outstanding
Shares subject to the terms and conditions of this Agreement;
(d) the closing of an underwritten public offering of Common Stock of the
Company made pursuant to a registration statement filed by the Company and
effective under the Securities Act of 1933 or any successor law; or
(e) 21 years after the last death of the Original Signatory Parties who
are natural persons.
Article 9.
Miscellaneous
Section 9.1 Entire Agreement; Binding Effect. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof,
and supersedes all prior negotiations or agreements, whether written or oral.
This Agreement shall be binding upon and inure to the benefit of the parties,
their heirs, personal representatives, successors and assigns.
Section 9.2 Amendment. This Agreement may be amended only by a writing
signed by all then parties.
Section 9.3 Assignment. The rights and obligations of the parties
pursuant to this Agreement may not be assigned without the express written
consent of all other parties.
Section 9.4 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Virginia or, if and when
the Company shall reincorporate in any other state, the laws of such state.
Section 9.5 Counterparts. This Agreement may be executed in counterparts,
in which case all such counterparts shall constitute one and the same agreement.
Section 9.6 Attorneys' Fees. In any action at law or in equity to enforce
any of the provisions or rights under this Agreement, the unsuccessful party or
parties to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and
reasonable attorneys' fees incurred by the successful party or parties,
including, without limitation, such costs, expenses and fees on any appeals. If
the successful party or parties shall recover judgment in any action or
proceeding, its costs, expenses and attorneys' fees shall be included as part of
such judgment.
Section 9.7 Enforceability. Should any one or more of the provisions of
this Agreement be determined to be illegal or unenforceable, all other
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provisions shall be given effect separately therefrom and shall not be affected.
EXECUTED as of the date first written above.
CHOICE INFORMATION SYSTEMS, INC.
By:
Name:
Title:
Address:
/s/ Michael W. Payton
Address:
/s/ Terence E. Hahm
Address:
QUINDECA CORPORATION
By: /s/ Jerry L. Short
Name: Jerry L. Short
Title: President
Address:
DAILY JOURNAL CORPORATION
By: /s/ Gerald L. Salzman
Name: Gerald L. Salzman
Title: President
Address:
On the date of the foregoing Agreement, each of the undersigned, being the
spouse of a Shareholder who signed the foregoing Agreement, has read and hereby
approves of and agrees to the terms and conditions of this Agreement, and
consents to each of the transactions contemplated thereby, including but not
limited to the restrictions against the transfer of the Shareholder's
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Shares, including transfers related to a marital dissolution and including any
community property interest of such spouse in any Shares.
/s/ Amy Louise Payton
Address:
/s/ Suzanne Marie Hahm
Address:
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Exhibit A
STATEMENT OF ACCEPTANCE
Reference is made to the Shareholders Agreement effective as of January 22, 1999
as it may be amended from time to time (the "Agreement"), by and among certain
Shareholders of Choice Information Systems, Inc., a Virginia corporation, and
said Company. As a proposed recipient of Shares covered by the Agreement, the
undersigned hereby agrees that such Shares upon receipt shall remain subject to
all of the terms and conditions of the Agreement and all rights and obligations
thereunder arising prior to such receipt, that upon such receipt the undersigned
shall be deemed automatically to have accepted all of the terms and conditions
of the Agreement and that the undersigned shall thereafter be deemed to be a
signatory party to the Agreement in the position of one of the Shareholders. It
is understood that the executed Statement of Acceptance shall be attached to the
Agreement and shall form a part thereof without any further action.
Dated:
SPOUSAL CONSENT
The undersigned is a spouse of the person executing the above Statement of
Acceptance. The undersigned approves of and agrees to the Statement of
Acceptance and accordingly also approves of and agrees to the terms and
conditions of the Agreement, including but not limited to restrictions against
the transfer of Shares, including transfers related to a marital dissolution and
including any community property interest of the undersigned in any Shares.
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