Common use of Stockholder Agreement Clause in Contracts

Stockholder Agreement. Holder acknowledges receipt of a copy of that certain Fourth Amended and Restated Stockholders Agreement dated as of July 8, 2003, among the Company and the stockholders named therein (as amended from time to time, the “Stockholders Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit of, the terms of the Stockholders Agreement in the same manner as the other stockholders that have entered into such Agreement. The Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, upon the consummation of the Merger, this Section 3.6 shall be null and void and Holder shall, instead, upon the exercise of this Warrant, become party to Calix’s Stockholder’s Agreement to be dated as of the date of the Merger (the “Calix Stockholder Agreement”) and, subject to the limitations set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreement, the Preferred Stock Agreements to be dated as of the date of the Merger and that such Calix Series H Preferred Stock issuable upon exercise of this Warrant shall have the rights, preferences and privileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation. The Holder agrees, upon exercise or conversion following the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to the Calix Stockholder Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) agreeing to be bound by the terms of such agreements.

Stockholder Agreement. Holder acknowledges receipt All of a copy the Sellers and Xxxxx Palm Svaneeng Xxxxx, on his own behalf and on behalf of that certain Fourth Amended Stratega ApS and Restated Stockholders Agreement dated as of July 8, 2003, among the Company and the stockholders named therein StrategaBiz ApS (as amended from time to timecollectively, the “Stockholders Participating Stockholders”), shall enter into a Stockholder’s Agreement substantially as set forth as Exhibit B (the “Stockholder Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion pursuant to this WarrantThe Stockholder Agreement shall provide, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit ofamongst other things, the terms of following: The officers and directors set forth in Section 7.02 shall server for the Stockholders Agreement term set forth therein; No new shares, warrants or options in the same manner as Buyer may be issued within the other stockholders that have entered into such Agreement. The Holder agrees, upon such exercise or conversion, if required by first twelve (12) months following the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Closing Date may not be amended, modified or waived, without the prior written consent of Holder Xxxxx Palm Svaneeng Xxxxx; The Buyer shall change its name from StrategaBiz, Inc. to CryptoSign Corporation and maintain such name for a period of no less than twenty four (24) months following the Closing Date unless approved by Xxxxx Palm Svaneeng Xxxxx or such amendment, modification or waiver affects the rights associated name change is required in connection with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares sale of the same series Buyer; For a period of no less than twelve (12) months following the Closing Date, Ole Sigetty and class as the Warrant Stock. Holder hereby acknowledges Buyer’s United States legal counsel of Xxxxxx Xxxxxxx Xxxxxxxxx, LLP shall be consulted regarding all legal matters of Buyer and agrees that, upon the consummation shall approve all filings and public announcements made by Buyer or any of the Merger, this Section 3.6 shall be null Acquired Companies; and void Only Xx. Xxxxxx Xxxxxxx Xxx Xxxxxxxx and/or Mr. Xxxxx Palm Svaneeng Xxxxx may speak to and Holder shall, instead, upon make comments regarding the exercise of this Warrant, become party to Calix’s Stockholder’s Agreement to be dated as of Buyer and the date of the Merger Acquired Companies (the “Calix see Stockholder Agreement”) and, subject or anything related to the limitations company. No shares registered under the Stockholder Agreement set forth as Exhibit B may be moved to parties not signing the Stockholder Agreement as set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreementthis section, the Preferred Stock Agreements to be dated as independent of the date share transfer being approved by the board of the Merger directors and that such Calix Series H Preferred Stock issuable upon exercise of this Warrant shall have the rightsXxxxx Palm Svaneeng Xxxxx, preferences and privileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation. The Holder agrees, upon exercise or conversion following the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to the Calix receipt of a signed Stockholder Agreement and the Preferred Stock Agreements (subject to the limitations set forth shall be acknowledged in Section 3.3 above) agreeing to be bound writing as received by the terms company, Henrik Andreas Xxx Xxxxxxxx and Xxxxx Palm Svaneeng Xxxxx before the change of such agreementsownership of any shares covered by the Stockholder Agreement within its 12-month duration can take place.

Stockholder Agreement. Holder acknowledges receipt of a copy of that certain Fourth Amended and Restated Stockholders Agreement dated as of July 8, 2003, among the Company Xxxx and the stockholders named therein Remaining Shareholders agree to --------------------- execute a stockholder agreement in the form attached hereto as Exhibit "F" (as amended from time the "Stockholder Agreement") pursuant to timewhich ZiLOG and/or its nominee shall be given the right to vote any shares in Qualcore outstanding in a manner which will give ZiLOG's nominees at least one director on the Board of Directors of Qualcore. In addition, the “Stockholders Agreement”). Holder Xxxx and the Company Remaining Shareholders agree that upon the purchase Certificate of Warrant Stock upon exercise or conversion pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) Incorporation and the Holder shall be bound by, and receive the benefit of, the terms Bylaws of the Stockholders Agreement in the same manner as the other stockholders that have entered into such Agreement. The Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Date may not Qualcore will be amended, modified or waivedas provided in Exhibit "G" and "H", without the respectively, to provide that certain major decisions made prior written consent of Holder unless such amendmentto June 30, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment2001, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, upon the consummation of the Merger, this Section 3.6 shall be null and void and Holder shall, instead, upon the exercise of this Warrant, become party to Calix’s Stockholder’s Agreement to be dated as of the date of the Merger (the “Calix Stockholder Agreement”) and, subject to the limitations set forth in Section 3.3 above with respect to such Certificate and Bylaws require the Calix Investor’s Rights Agreement, agreement of ZiLOG's designated director in Qualcore and/or require the Preferred Stock Agreements approval of eighty-five percent (85%) of the issued and outstanding shares of stock in Qualcore in order for such decisions to be dated as of effective. These provisions shall expire by their terms on June 30, 2001. Notwithstanding the date of foregoing and any provision in the Merger and that such Calix Series H Preferred Stock issuable upon exercise of this Warrant shall have the rights, preferences and privileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation. The Holder agrees, upon exercise ZiLOG agrees that it will vote its shares and direct its designated director to vote in favor of any stock plan or conversion following issuance for the Mergerbenefit of the employees of Qualcore and/or its subsidiaries in an amount not to exceed Nine Hundred Thousand (900,000) shares of stock, if required by Calixas long as the plan requires that any person receiving grants of stock or grants of stock options to, as a condition to enter into a supplemental receiving such grant, execute such agreement with Calix and the stockholders party to the Calix Stockholder Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) or agreements specifically agreeing to be bound treated as a Remaining Shareholder hereunder, with all rights, restrictions and obligations of a Remaining Shareholder hereunder including, without limitation, the obligation to execute all agreements required to be executed by all Remaining Shareholders hereunder, and shall be required to assign such option and/or pledge any shares received to ZiLOG as security for the terms of option granted hereunder, and such agreementsother agreements such that ZiLOG will have the same rights against such employees as it has against any and all other Remaining Shareholders.

Stockholder Agreement. Holder acknowledges receipt of a copy of that certain Fourth Amended and Restated Stockholders Agreement dated as of July 8, 2003, among the Company and the stockholders named therein (as amended from time to time, the “Stockholders Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit of, the terms of the Stockholders Agreement in the same manner as the other stockholders that have entered into such Agreement. The Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, upon the consummation of the Merger, this Section 3.6 3.5 shall be null and void and Holder shall, instead, upon the exercise or conversion of this Warrant, become party to have the rights and obligations of a holder of Calix common stock set forth in Calix’s Stockholder’s Agreement to be dated as of the date of the Merger (the “Calix Stockholder Agreement”) and, subject to the limitations set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreement, the Preferred Stock Agreements to be dated as of the date of the Merger and that such Calix Series H Preferred Common Stock issuable upon exercise or conversion of this Warrant shall have the rights, preferences and privileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation. The Holder agrees, upon exercise or conversion of this Warrant following the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to the Calix Stockholder Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) agreeing to be bound by the terms of such agreements.

Stockholder Agreement. Holder acknowledges receipt The Stockholder Agreement provides that each Selling Stockholder will tender in the Offer, and the Purchaser will purchase, all Shares beneficially owned by such Selling Stockholder (the 'Subject Shares'), at a price per Share equal to the Offer Price. Such obligations regarding the Subject Shares are subject to the prior satisfaction or waiver of a copy (1) the Purchaser having accepted Shares for payment under the terms of that certain Fourth Amended the Offer, (2) the Minimum Condition having been satisfied, (3) all regulatory approvals required by any applicable law, rule or regulation having been obtained and Restated being final, and (4) there shall exist no preliminary or permanent injunction, or any other order by any court of competent jurisdiction, restricting, preventing or prohibiting either the purchase or the delivery of Subject Shares. Each of the Selling Stockholders has agreed, until the Merger Agreement dated as of July 8, 2003has terminated, among other things, not to: (1) sell, transfer, give, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the Company and the stockholders named therein (as amended from time to timesale, transfer, pledge, assignment or other disposition of, the “Stockholders Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion Subject Shares owned by such Selling Stockholder other than pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Offer or the Merger or (2) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any takeover proposal. Each of the Selling Stockholders has also agreed until the Stockholder Agreement has terminated (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit of, the terms of the Stockholders Stockholder Agreement in the same manner as the other stockholders that have entered into such Agreement. The Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive includes an irrevocable proxy provision for the benefit of such terms the Purchaser with respect to the Shares subject to the Stockholder Agreement owned by each Selling Stockholder), (1) to vote the Subject Shares at any meeting of stockholders of the Stockholders Agreement. For Company called to vote upon the avoidance of doubtMerger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, however, until such time as this Warrant is exercised consent or converted, Holder’s rights and obligations other approval (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating written consent) with respect to the above Merger and the Merger Agreement is sought, in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, upon the consummation favor of the Merger, this Section 3.6 shall be null and void and Holder shall, instead, upon the exercise of this Warrant, become party to Calix’s Stockholder’s Agreement to be dated as of adoption by the date Company of the Merger (Agreement and the “Calix Stockholder Agreement”) and, subject to the limitations set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreement, the Preferred Stock Agreements to be dated as approval of the date terms thereof and each of the other transactions contemplated by the Merger Agreement; and that (2) to vote such Calix Series H Preferred Stock issuable Shares at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon exercise which a Selling Stockholder's vote, consent or other approval is sought, against (x) any Alternative Transaction, (y) any amendment of this Warrant shall have the rightsCompany's articles of organization or by-laws or other proposal or transaction involving the Company, preferences and privileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation. The Holder agreeswhich amendment or other proposal or transaction would be reasonably likely to impede, upon exercise frustrate, prevent or conversion following nullify the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to Merger Agreement or any of the Calix Stockholder Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) agreeing to be bound other transactions contemplated by the terms Merger Agreement or change in any manner the voting rights of such agreementseach class of the Company's common stock or (z) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement.