VOTING AND SHAREHOLDERS AGREEMENT
THIS VOTING AND SHAREHOLDERS AGREEMENT is dated as of May 31, 2000 by and
between ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("OM") and Com S.A., a societe anonyme formed under
the laws of France ( the "Principal Shareholder"). This replaces and supercedes
the Voting and Shareholders Agreement dated January 31, 2000 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
("OM") and Valurex S.A., a societe anonyme formed under the laws of Luxembourg.
WHEREAS, pursuant to a certain Asset Purchase Agreement dated the date
hereof (the "Purchase Agreement"), Keo International, Inc. ("Keo") will be
issuing 2,289,795 shares or 51% of its common stock to the Principal Shareholder
in return for its receiving certain assets of the Principal Shareholder.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
ARTICLE I. Voting
The Principal Shareholder agrees that the Principal Shareholder shall vote
all of its Common Shares, whether now owned or hereafter acquired which shall
include, as OH, or his designee, shall direct at any meeting of the Company's
shareholders, or pursuant to any other decision-making procedure such as the
giving of shareholder consents, or shareholder votes taken in lieu of a meeting.
Without limiting the generality of the foregoing, the Principal Shareholder
agrees to execute and deliver any and all documents, agreements and instruments,
including, without limitation, one or more irrevocable proxies which shall be
deemed to be coupled with an interest, as OH or his designee shall reasonably
request from time to time.
ARTICLE II. Transfers
2.1 Transferees of Common Shares to Be Bound. During the term of this
Agreement, neither the Principal Shareholder nor any other person who shall
become a party to or bound by this Agreement shall transfer any Common Shares,
whether now or hereafter acquired, other than (i) to any person who agrees to be
bound by and be subject to the terms and conditions of this Agreement with the
same force and effect as if such person were a party signatory to this Agreement
and (ii) pursuant to any sale of securities in a registered public offering, in
which the Principal Shareholder, or such other person, has the right to have its
shares included.
2.2 Legend on Stock Certificates. The shares of Common Stock issuable to
the Principal Shareholder shall bear a restrictive legend as to their
unregistered status under the U.S. Securities Act of 1933, as amended and in
addition shall bear the following legend pertaining to this Agreement:
The shares of stock represented by this certificate are subject to all of
the terms of a certain Voting and Shareholders Agreement, a copy of which is on
file at the offices of the issuer of this
certificate. The shares are subject to certain voting restrictions. Any actions
taken in contravention of that Agreement shall be null and void.
The terms of such endorsement and restrictions are hereby expressly consented to
and accepted.
ARTICLE III. Remedies
3.1. Violation of Agreement. The Principal Shareholder recognizes and
agrees that any violation of any of its obligations set forth in this Agreement
would cause irreparable damage which could not be compensated by monetary
damages. Accordingly, in the event of any breach of a Principal Shareholder's
obligations under this Agreement, such Principal Shareholder consents to the
entry of injunctive relief, including the remedy of specific performance, by a
court of competent jurisdiction restraining any such violation or threatened
violation, and/or granting full voting authority to OH or his designee for
purposes of this Agreement, in addition to any other remedies available at law
or in equity. The Principal Shareholder agree to pay the reasonable costs of OH
or his designee, including reasonable attorneys fees, costs and disbursements
incurred in enforcing the provisions of this Article III.
ARTICLE IV. Miscellaneous
4.1. Representations. The Principal Shareholder represents and warrants
that (i) at the date hereof, it is the sole record and beneficial owner of the
securities of 2,289,795 shares of Comsa which it has received pursuant to the
Stock Purchase Agreement, and (ii) with respect to all shares that there are
not, and shall not be at any time whether now or in the future, any warrants,
options, rights to acquire, liens or encumbrances, or any other legal
relationship which would prevent, or have the effect of preventing, the
Principal Shareholder from transferring the voting power with respect to such
shares.
4.2 Term. This Agreement shall terminate on the earlier to occur of (i)
ten (10) years from the Closing Date or (ii) the date upon which the Principal
Stockholder is the beneficial and record owner of less than 25% of the
outstanding common stock of Keo.
4.3 Further Assurances. From and after the date of this Agreement, the
parties hereto shall from time to time, at the request of any other party and
without further consideration, do, execute and deliver, or cause to be done,
executed and delivered, all such further acts, things and instruments as may be
reasonably requested or required more effectively to evidence and give effect to
the transactions provided for in this Agreement.
4.4 Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered or if mailed by first
class registered or certified mail return receipt requested, or by first class
mail or overnight courier if received, addressed to the parties at their
respective addresses set forth on the first page of this Agreement, or to such
other person or address as may be designated by like notice hereunder.
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4.5 Modifications. This Agreement may not be modified or discharged
orally, but only in writing duly executed by the party to be charged.
4.6 Successors and Assigns. All the covenants, stipulations, promises and
agreements in this Agreement shall bind the parties' respective heirs,
successors and assigns, whether so expressed or not.
4.7 Headings. The headings of the various sections of this Agreement are
for convenience of reference only and shall in no way modify any of the terms or
provisions of this Agreement.
4.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to instruments made
and to be performed entirely within such State.
4.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same document. Facsimile transmission of
documents shall be effective as manual delivery thereof.
4.10 Gender. All pronouns used herein are inserted for convenience only
and shall be applied in the masculine, feminine, or third person as appropriate
for each party signing hereto.
4.11 Definitions. Capitalized terms used in this Agreement but not
otherwise defined herein shall have the meanings given to them in the Stock
Purchase Agreement.
[ SIGNATURE PAGE TO FOLLOW ]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date and year first above written.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a shareholder of Keo
COM S.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
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