THIS STOCKHOLDERS’ AGREEMENT (the “Agreement”) dated as of August 7, 2000 by and among SanDisk Corporation,
a Delaware corporation (“SanDisk”), Photo-Me International, Plc. (“PMI”), a corporation organized under the laws of England
and Wales (each referred to herein as a “Stockholder” and together as the “Stockholders”), and DigitalPortal Inc., a Delaware
corporation (the “Company”).
WHEREAS, SanDisk holds 50% of the outstanding Common Stock of the Company; and
WHEREAS, PMI holds 50% of the outstanding Common Stock of the Company;
WHEREAS, the parties to this Agreement desire to make certain provisions for the management and regulation of the
Company’s affairs and to establish the rights and obligations of each of the Stockholders;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and the mutual benefits to be derived
herefrom, the parties agree that:
1. Certain Definitions . In addition to defined terms appearing throughout this Agreement, the following capitalized
terms shall have the following meanings, unless otherwise indicated:
“ Affiliate ” of a party means a corporation, partnership or other entity which is (a) a direct or indirect wholly-owned
subsidiary entity of such party, (b) such party’s ultimate parent entity or (c) a direct or indirect wholly-owned subsidiary entity
of such party’s ultimate parent entity.
“ Definitive Agreement ” means that certain Definitive Agreement to Form Vending Business, dated as of even date
herewith, to which the Stockholders are parties and to which this Agreement is an Exhibit.
“ Dividend Payment ” means dividends (in cash, property or obligations) on, or other payments or distributions on
account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or
other acquisition of, any Stock of any class of capital stock