1
EXHIBIT 10.20
JOINDER AND CORRECTION TO STOCKHOLDERS' AND REGISTRATION
RIGHTS AGREEMENT
REFERENCE is made to a certain Stockholders' and Registration Rights
Agreement dated as of February 24, 1999 *the "Agreement"), by and among eMerge
Vision Systems, Inc., a Delaware corporation (the "Company"), and CIN, LLC, a
Kansas limited liability company (the "CIN Stockholder").
BACKGROUND
As of the date hereof, the Company entered into a Stock Purchase Agreement
with Cyberstockyard, Inc. and its stockholders identified on Schedule I hereto
(the "Common Stockholders") whereby the Company purchased from such stockholders
100% of the issued and outstanding stock of Cyberstockyard, Inc. in exchange for
the issuance of an aggregate 200,000 shares of the Company's common stock. In
connection with the issuance of such Company shares, the Common Stockholders
wish to join into the Agreement.
WITNESSETH
The parties hereto, each intending to be legally bound and in exchange for
the mutual covenants contained in the Agreement, incorporated herein by
reference, agree as follows:
1. The Company hereby agrees to the joining into the Agreement by the
Common Stockholders and to the other amendments set forth herein.
2. The undersigned CIN Stockholder hereby agrees to the joining into
the Agreement by the Common Stockholders and to the other amendments
set forth herein.
3. The undersigned Common Stockholders hereby join into the Agreement
and each agrees to be bound by the terms and conditions contained
therein and herein.
4. That the term "Stockholder" shall be deemed to include the CIN
Stockholder and the Common Stockholders and their Permitted
Transferees.
5. To correct a typographical error in the original agreement, Section
8.6 of the Agreement is hereby corrected to read in its entirety as
follows:
8.6 Amendment, Modification and Termination. This Agreement may be
amended, modified or terminated, or any provision or requirement
hereof waived, at any time by an agreement in writing among the
Company, and the holders of a 80% Company's common hares held
2
collectively by the Stockholders and governed by this Agreement (or
the holders of 640,000 shares) and their Permitted Transferees;
provided, that if this Agreement is amended, modified or terminated
without the unanimous consent of all such Stockholders, all
Stockholders that are not a party to such agreement shall be given
prompt notice of such amendment, modification or termination. Any
such amendment or waiver shall be effective with respect to all
parties to this Agreement.
Except as expressly set forth above, all other terms and conditions of the
Agreement remain in full force and effect.
3
In WITNESS WHEREOF, the Company has executed and delivered this
Agreement as of the 29th March, 1999.
eMERGE VISION SYSTEMS, INC.
By: /s/: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
CIN, LLC
By: /s/: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
--------------------
▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Member
COMMON STOCKHOLDERS
/s/: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/: ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
4
SCHEDULE I
COMMON STOCKHOLDERS
Shares of Shares of
Name Cyberstockyard, Inc.* eMerge Vision Systems, Inc.
---- --------------------- ---------------------------
▇. ▇▇▇▇▇ 100 50,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ 100 50,000
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 100 50,000
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ 100 50,000
* To be exchanged for shares of eMerge Vision Systems, Inc. indicated above