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STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT ("Agreement) made and entered into as of
March 17, 1998 by and among General Atlantic Corporation, a Delaware
corporation, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxx, Xxxxx Xxxxxx and Xxxx X.
Xxxxxxxxxxx (together, the "Principal Stockholders"), each a principal
stockholder of Solo Serve Corporation (the "Company").
W I T N E S S E T H:
WHEREAS, each of the Principal Stockholders owns and holds shares of
the common stock, par value $.01 per share (the "Common Stock") or the
preferred stock, par value $.01 per share (the "Preferred Stock"), of the
Company;
WHEREAS, the Principal Stockholders desire to limit their ability to
transfer shares of Common Stock and Preferred Stock of the Company as set forth
herein;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements hereinafter contained and for other good and
valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the parties hereto agree as follows:
1. A copy of this Agreement and of every amendment or supplement
hereto shall be filed in the principal office of the Company in San Antonio,
Texas, and shall be open to inspection by any holder of capital stock of the
Company (as hereinafter defined), in person or by agent or attorney, daily
during business hours, to the same extent as such holder would be entitled to
examine the books and records of the Company, under the provisions of the
Delaware General Corporation Law or other applicable law.
2. For the purposes of this Agreement, the term "capital stock"
shall mean the Company's common stock and the preferred stock, if any, of the
Company of every class and series. The term "Shares" shall mean all shares of
capital stock of the Company owned and/or held by the Principal Stockholders,
including those issued in connection with any stock split, stock dividend or
other recapitalization of the Company or in connection with the exercise of
stock options, as well as any additional shares of the capital stock of the
Company hereafter acquired by the Principal Stockholders.
3. During the term of this Agreement, (i) no Principal
Stockholder shall sell, exchange, transfer or otherwise dispose of shares of
Common Stock or Preferred Stock owned by any such shareholder, whether for cash
or other consideration or by gift, without the prior written consent of all
other Principal Stockholders; and (ii) no Principal Stockholder who has or
hereafter is granted incentive stock options or other rights to acquire capital
stock of the Company shall exercise any such options or otherwise
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acquire any shares of capital stock without the prior written consent of all
other Principal Stockholders.
4. Pursuant to Section 202 of the Delaware General Corporation
Law, the restrictions on transfer set forth herein shall be noted conspicuously
on the certificates representing shares of capital stock owned by the Principal
Stockholders, with each of such certificates to bear the following restrictive
legend:
The shares represented by this certificate may not be sold, exchanged,
transferred or disposed of, whether for cash or other consideration or
by gift, without the prior written consent of all other Principal
Stockholders, as defined in that certain Stockholder Agreement dated
March __, 1998, between and among General Atlantic Corporation, a
Delaware corporation, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxx, Xxxxx Xxxxxx
and Xxxx X. Xxxxxxxxxxx. A copy of the referenced Stockholder
Agreement is on file at the principal office of Solo Serve Corporation
(the "Company") in San Antonio, Texas and is available for inspection
by any holder of capital stock of the Company to the same extent as
any such holder would be entitled to examine the books and records of
the Company under the provisions of the Delaware General Corporation
Law.
If and to the extent additional shares of capital stock are issued to
any of the Principal Stockholders during the term of this Agreement, the
certificates evidencing such shares shall be legended as set forth above.
5. The term of this Agreement shall commence as of the date
hereof and shall terminate on March 15, 2001, unless terminated earlier or
extended by agreement of all parties. Upon termination of this Agreement, the
restrictions set forth in paragraph 3 hereof shall lapse and be of no further
force and effect, and the restrictive legend set forth in paragraph 4 hereof
may be removed from certificates representing capital stock owned by the
Principal Stockholders.
6. In the event that a notice or other document is required to be
sent hereunder, such notice or other document shall be sent by registered or
certified mail, return receipt requested, to the party entitled to receive such
notice or other document at the address reflected below or at such other
address as such party shall request in a written notice sent to the other
party:
If to the Company: Chief Executive Officer
Solo Serve Corporation
0000 Xxxxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
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With a copy to: Xxx & Xxxxx Incorporated
000 X. Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
If to a Principal Xxxx X. Xxxxx
Stockholder: 0000 Xxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Xxxxx Xxxxxx
000 Xxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Xxxx X. Xxxxxxxxxxx
000 Xxxxxxxxx Xxx.
Xxx Xxxxxxx, Xxxxx 00000
with a copy to: Xxxxxxxxxxx, Blend, Xxxxxxxx & Xxxx, Inc.
000 Xxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attn: J. Xxxxx Xxxxxxxxxxx
General Atlantic Corporation
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Any party may change the address as to which a notice or other
document is sent to such party by giving all other parties hereto notice
thereof in accordance with this Section 5.
7. This Agreement shall be binding upon and inure to the benefit
of the respective heirs, executors, administrators, legal representatives,
successors, assigns and affiliates of each of the parties hereto. This
Agreement and the rights and obligations evidenced hereby may not be
transferred, assigned, pledged or hypothecated by any party hereto.
8. This Agreement shall be construed and enforced in accordance
with the laws of the State of Texas. The parties hereto acknowledge that any
breach or threatened breach of any provision of this Agreement will cause
irreparable injury for which there is no adequate remedy at law, and each party
agrees that each of the other
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parties hereto shall be entitled to specific performance and injunctive and
other equitable relief in case of any such breach or attempted breach.
9. This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one and the same instrument.
10. This Agreement embodies the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof, and except
as expressly set forth herein, the rights of the Principal Stockholders
incident to ownership of capital stock of the Company shall not be restricted
hereby. This Agreement may be altered, modified or amended, in whole or in
part, at any time only by an instrument in writing signed by each of the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and duly delivered the same or caused the same to be duly delivered
on their behalf as of the date first above written.
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Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxx
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Xxxxx Xxxxxx
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Xxxx X. Xxxxxxxxxxx
GENERAL ATLANTIC CORPORATION
By:
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Xxxxx X. Xxxxxxxxx
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