Stockholders' Agreement (2000)Full Document 

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                             STOCKHOLDERS' AGREEMENT

         This Stockholders' Agreement is made as of the 6th day of March, 2000
by and among TeleHubLink Corporation, a Delaware corporation (the "Company"),
the persons or entities identified as "Investors" on Annex A hereto (the
"Investors") and the directors and executive officers of the Company listed on
Annex B hereto (the "Directors and Officers").

         WHEREAS, the Company proposes to issue and sell shares of its common
stock, par value $0.01 per share (the "Common Stock"), and warrants to purchase
Common Stock to the Investors pursuant to a Common Stock and Warrant Purchase
Agreement of even date herewith by and between the Company and the Investors
(the "Purchase Agreement"); and

         WHEREAS, a condition precedent to the closing of the transactions
contemplated by the Purchase Agreement includes the execution and delivery by
the parties of this Agreement.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties,
the parties hereto agree as follows:

         1.    TAG-ALONG RIGHTS.

               (a) TAG-ALONG RIGHTS. If at any time a Director or Officer
desires to sell for cash or any other form of consideration (including a
promissory note or other deferred consideration) all or any of the capital stock
of the Company (the "Capital Stock") in a Private Transaction (as such term is
hereinafter defined) beneficially owned by him or her (the "Tag-Along Shares")
to any proposed purchaser, such selling Director or Officer shall make effective
arrangement (which shall be a condition to any such sale) so that each of the
Investors shall have the right to sell to the proposed purchaser, at the same
price per share and upon such other terms and conditions as are involved in such
sale by the selling Director or Officer, such number of shares of Common Stock
equal to the Tag-Along Shares multiplied by a fraction, (i) the numerator of
which is the aggregate number of shares of Capital Stock owned by such Investor
desiring to sell shares (calculated on a fully-diluted basis) and (ii) the
denominator of which is the sum of all shares of Capital Stock owned by all the
Investors and all shares of Capital Stock owned by the selling Director or
Officer (in each case calculated on a fully-diluted basis). For purposes of this
Section 1(a), the term "Private Transactions" means a privately


negotiated sale of Capital Stock that is not considered to be a distribution (as
such term is used in the Securities Act of 1933, as amended) or is not a sale
conducted over a securities exchange or NASDAQ or over-the-counter.

               (b) NOTICE OF INTENT TO PARTICIPATE. The selling Director or
Officer shall provide at least fifteen (15) days' prior written notice of any
sale as described in Section 1(a) (the "Notice") to the Company and to each
Investor. The Notice shall disclose the identity of the proposed purchaser, the
total number of shares of Capital Stock proposed to be sold and the proposed
terms and conditions, including price and payment terms of the proposed sale.
Each Investor wishing to so participate in any sale under Section 1(a) hereof
shall notify the selling Director or Officer in writing of such intention as
soon as practicable after such Investor's receipt of the Notice, and in any
event within fifteen (15) days after the date the Notice was received by such

               (c) SALE TO PROPOSED PURCHASER. The selling Director or Officer
and each participating Investor shall sell to the proposed purchaser all, or at
the option of the proposed purchaser, any part of the shares proposed to be sold

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