<PAGE> 1
EXHIBIT 2.2
THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE SUBJECT TO THE REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE ACT, BUT ARE OR WILL BE OFFERED PURSUANT TO
CLAIMED EXEMPTIONS THEREFROM. THE SECURITIES GRANTED HEREBY MAY NOT BE
TRANSFERED TO OR BE EXERCISED BY OR ON BEHALF OF ANY "U.S. PERSON," AS DEFINED
UNDER REGULATION S OF THE ACT, UNLESS SUCH TRANSFER OR ISSUANCE OF SECURITIES IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE RESTRICTED
SECURITIES AS THAT TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT.
PUT AND CALL AGREEMENT
This PUT AND CALL AGREEMENT ("AGREEMENT") is entered into this day
of 2000 by and between Coda Music Technology, Inc., a Minnesota
corporation ("CODA") and certain shareholders and option and warrant holders
("SHAREHOLDERS") of Net4Music S.A., a French corporation ("NET4MUSIC"), as
listed on Schedule A, which schedule is attached hereto and incorporated into
this Agreement. Coda and the Shareholders are sometimes collectively referred to
herein as "PARTIES."
RECITALS
WHEREAS, the Shareholders desire to grant Coda certain rights with
regard to the purchase of shares of Net4Music common stock which the
Shareholders now own and/or are entitled to receive upon the Shareholders'
exercise of certain options and warrants to purchase Net4Music common stock (as
set forth in Schedule A) (collectively "TRANSFER SHARES"); and
WHEREAS, Coda desires to provide each Shareholder with certain rights
with regard to the purchase of shares of Coda common stock, which rights may be
exercised by each Shareholder in exchange for all of such Shareholder's Transfer
Shares.
AGREEMENT
NOW, THEREFORE, the Parties hereby agree, represent and warrant as
follows:
1. Shareholders' Right to Acquire Coda Common Stock.
(a) Exchange Option. Coda hereby grants each individual Shareholder the
right to acquire from Coda ("PUT RIGHT"), in exchange for all of such
Shareholder's Transfer Shares, an amount of shares of Coda common stock equal to
the product of (i) such Shareholder's Transfer Shares (as set forth on Schedule
A hereto) multiplied by (ii) , which is the Conversion Ratio specified in
the Stock Purchase Agreement between Coda and specified shareholders of
Net4Music dated August , 2000 ("CONVERSION RATIO"). The Put Right shall
expire on the fifth anniversary of the date of this Agreement ("EXPIRATION
DATE").
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(b) Conditions.
(1) The Put Right may be exercised by a Shareholder, in whole but not
in part, by delivering written notice of exercise (in the form attached hereto)
("EXERCISE NOTICE") delivered to Coda at the principal office of Coda prior to
the Expiration Date and accompanied or preceded by an instrument sufficient to
transfer the Transfer Shares to Coda free and clear of any and all claims and
encumbrances ("TRANSFER INSTRUMENT").
(2) Subject to the provisions of the next paragraph, certificates for
the shares of Coda common stock acquired by each Shareholder upon exercise of
the Put Right ("CODA SHARES") shall be delivered to each Shareholder within a
reasonable time, not exceeding fifteen (15) days after such Shareholder
exercises the Put Right. The Coda Shares shall be deemed to be issued to each
Shareholder as of the close of business on the date on which Coda receives the
Exercise Notice and the Transfer Instrument.
(3) No Voting Rights. A Shareholder shall not be entitled to any voting
rights or other rights as a shareholder of Coda until such time as the Coda
Shares are issued to the Shareholder.
(c) Anti-dilution Adjustments. In case Coda shall at any time subdivide
the outstanding Common Stock into a greater number of shares or declare a
dividend payable in common stock, the Conversion Ratio in effect immediately
prior to such subdivision shall be proportionately increased, and conversely, in
case the outstanding common stock shall be combined into a smaller number of
shares, the Conversion Ratio in effect immediately prior to such combination
shall be proportionately reduced.
(d) No Transferability. The Put Rights granted to each Shareholder
shall not be transferable, in any manner or amount, by the Shareholders.
(e) Lockup Period for Coda Shares. Each Shareholder agrees, for the
benefit of Coda, that such Shareholder will not, for a period of 270 days from
the effective date of this Agreement ("LOCKUP PERIOD") (i) sell, transfer or
otherwise dispose of, or agree to sell, transfer or otherwise dispose of any of
the Coda Shares beneficially held by such Shareholder during the Lockup Period
or (ii) sell or grant, or agree to sell or grant, options, rights or warrants
with respect to any of the Coda Shares. The foregoing lockup shall not prohibit,
during the Lockup Period, gifts to donees or transfers by will or the laws of
descent to heirs or beneficiaries provided such donees, heirs and beneficiaries
shall be bound by the restrictions set forth herein.
(f) Fractional Shares. No fractional Coda Shares and no certificates or
scrip therefor, or other evidence of ownership thereof, shall be issued in
connection with the exercise of any Shareholder's Put Right. Fractional Share
interests shall not entitle the owner thereof to vote or to any rights of a
shareholder of Coda. If the exercise of any Shareholder's Put Right gives rise
to any fractional Coda Shares, Coda will redeem such fractional Coda shares
based upon the closing price on The Nasadaq Stock Market of Coda common stock on
the date of such Shareholder's Exercise Notice. Payment for any such fractional
Coda Shares shall be made within five (5) calendar days
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following the date of such Shareholder's Exercise Notice; provided, however,
that no payment shall be made for fractional shares if payment is for less than
$1.00.
2. Coda's Right to Acquire the Transfer Shares. Each Shareholder hereby grants
Coda the right to acquire ("CALL RIGHT") such Shareholder's Transfer Shares in
exchange for the Coda Shares that such Shareholder would have been entitled to
receive if such Shareholder had exercised his/her/its Put Right on the date Coda
exercises its Call Right. Coda's Call Rights shall become exercisable on the
earlier of (i) the Termination Date or (ii) the approval by the Board of
Directors of Coda of any capital reorganization or reclassification of the
capital stock of Coda, or consolidation or merger of Coda with another
corporation, or the sale of all or substantially all of Coda's assets to another
corporation shall be effected in such a way that holders of Coda common stock
shall be entitled to receive stock, securities or assets with respect to or in
exchange for such common stock. Coda's Call Right shall remain exercisable until
the earlier of the end of a 60-day period following the Termination Date or the
closing of any such reorganization, reclassification, consolidation, merger or
sale.
3. Shareholder Representations. Each Shareholder, severally and not jointly,
represents and warrants to, and covenants and agrees with Coda as follows:
(a) Title to Net4Music Stock; Authority of the Shareholders. Each
Shareholder has, and will maintain for the duration of this Agreement, valid and
unencumbered title to (or the right to acquire valid and unencumbered title to)
all of such Shareholder's Transfer Shares, free and clear of any liens. Each
Shareholder has full legal and equitable right, power and authority (without the
consent or approval of any other person) to enter into this Agreement and to
perform all of his or her obligations under this Agreement. Each Shareholder
understands and acknowledges that Coda, Net4Music and their respective counsel
will be acting in material reliance upon the truth and accuracy of all
representations of the Shareholder set forth in this Agreement or in any
schedule delivered pursuant to this Agreement.
(b) Binding Obligation. The execution, delivery and performance of this
Agreement and the transactions contemplated hereby have been duly and validly
authorized and approved by all requisite corporate, partnership, or other action
on the part of each Shareholder that is not a natural person. Each Shareholder
has all requisite power and authority to do and perform all acts and things
required to be done by it under this Agreement and the actions contemplated
hereby. This Agreement, when executed and delivered, will constitute the valid
and binding obligation of each of the Shareholders, enforceable in accordance
with its respective terms except as may be limited by laws affecting creditors
rights generally or by judicial limitations on the right to specific performance
or other equitable remedies.
(c) Consents Required. The execution and delivery of this Agreement,
the transfer of the Transfer Shares, and the consummation of the transactions
contemplated hereby in compliance with the terms and provisions hereof, by each
of the Shareholders will not:
(i) Conflict with or result in a breach of the terms,
conditions or provisions of or constitute a default under the governing
instruments of any Shareholder that is not a natural person, or any
material instrument, agreement, mortgage, lease, judgment, order,
award,
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decree or other instrument or restriction to which such Shareholder is
a party or by which any such Shareholder or any of its assets is bound
or affected;
(ii) Require any affirmative approval, consent, authorization
or other order or action of any court, governmental authority,
regulatory body, creditor or any other person except for spousal
consents that are set forth at the foot of this Agreement; or
(iii) Give any party with rights under any such material
instrument, agreement, mortgage, lease, judgment, order, award, decree
or other instrument or restriction the right to terminate, modify or
otherwise change the rights or obligations of the Shareholder
thereunder.
(d) Regulation S.
(1) Each Shareholder certifies that he/she/it is not a "U.S. Person" as
that term is defined in Regulation S of the Act, and is not acquiring the
securities for the account or benefit of any U.S. Person, or else is a U.S.
Person purchasing securities in a transaction that does not require registration
under the Act.
(2) Each Shareholder agrees to exercise his/her/its Put Right, if at
all, only in accordance with the provisions of Regulation S, in conjunction with
a registration under the Act, or pursuant to an available exemption from such
registration, and further agrees not to engage in hedging transactions with
regard to Coda Shares unless in compliance with the Act.
4. Covenants of Coda. Coda covenants and agrees that all Coda Shares will, upon
issuance, be duly authorized and issued, fully paid, nonassessable and free from
all taxes, liens and charges with respect to the issue thereof. Coda further
covenants and agrees that during the period within which the Put and Call Rights
may be exercised, Coda will at all times have authorized and reserved for the
purpose of issue or transfer upon exercise of the Put or Call Rights a
sufficient number of shares of common stock to provide for the exercise of the
Put or Call Rights represented by this Agreement.
5. Resale Registration.
(a) Within ninety (90) days of the execution of this Agreement, Coda
shall prepare and file a registration statement on Form S-3 as a "shelf"
registration statement under Rule 415 of the Act covering the resale of all Coda
Shares, and shall use its best efforts to have such registration statement
declared effective by the Securities and Exchange Commission (the "COMMISSION")
as soon as practicable after filing. Coda shall not be obligated to effect, or
to take any action to effect, any such registration pursuant to this Section 5
in any particular jurisdiction in which Coda would be required to execute a
general consent to service of process in effecting such registration,
qualification, or compliance, unless Coda is already subject to service in such
jurisdiction and except as may be required by the Act.
(b) All Registration Expenses (as defined below) incurred in connection
with any registration, qualification or compliance pursuant to this Section
shall be borne by Coda. All
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Selling Expenses (as defined below) relating to securities so registered shall
be borne by the holders of such securities pro rata on the basis of the number
of shares of securities so registered on their behalf. "REGISTRATION EXPENSES"
shall mean all expenses incurred in effecting any registration pursuant to this
Section, including, without limitation, all registration, qualification, filing
fees, fees and disbursements of counsel for Coda, blue sky fees and expenses,
and expenses of any regular or special audits incident to or required by any
such registration, but shall not include Selling Expenses. "SELLING EXPENSES"
shall mean all underwriting discounts and selling commissions applicable to the
sale of Coda Shares and all fees and disbursements of counsel for any holder of
the Coda Shares.
(c) Coda will keep each seller of Coda Shares advised in writing as to
the initiation of the registration pursuant to this Section and as to the
completion thereof. At its expense, Coda will use its best efforts to:
(i) Keep such registration effective until the termination of
each Shareholder's rights granted under this Section 5 as provided below;
(ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement;
(iii) Furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
a seller of Coda Shares from time to time may reasonably request;
(iv) Notify each seller of Coda Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or incomplete in the light of the circumstances then
existing, and at the request of any such seller, subject to subsection (d)
below, prepare and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of Coda Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or incomplete in the light of the circumstances then existing;
(v) Cause all such Coda Shares registered thereunder to be
listed on each securities exchange or market on which similar securities issued
by Coda are then listed; and
(vi) Comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve
months, but not more than eighteen months, beginning with
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the first month after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Act.
(d) Coda may delay preparing, filing and distributing any registration
statement or prospectus or any supplement or amendment thereto, if Coda
determines in good faith that such action might, in the reasonable judgment of
Coda, (i) interfere with or affect the negotiation or completion of a
transaction that is being contemplated by Coda (whether or not a final decision
has been made to undertake such transaction) or (ii) involve initial or
continuing disclosure obligations that are not in the best interests of Coda's
stockholders at such time. Coda will give prompt notice (a "STANDSTILL NOTICE")
of any such delay, which delay shall not extend for a period of more than ninety
(90) business days without the written consent of the holders of a majority of
the Coda Shares. In the event that Coda provides the holders of Coda Shares with
a Standstill Notice, each such holder agrees that he, she or it will not sell or
otherwise transfer any Coda Shares or rights thereto during the delay period
pursuant to the prospectus covered by the registration statement.
(e) Coda will indemnify each holder of Coda Shares, each of its
officers, directors and partners, legal counsel and accountants and each person
controlling such holder within the meaning of Section 15 of the Act, with
respect to which registration, qualification, or compliance has been effected
pursuant to this Section, against all expenses, claims, losses, damages and
liabilities (or actions, proceedings, or settlements in respect thereof)
(collectively, "CLAIMS") arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification, or the like) incident to any such registration,
qualification, or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by Coda of the Act or
any rule or regulation thereunder applicable to Coda and relating to action or
inaction required of Coda in connection with any such registration,
qualification, or compliance, and will reimburse each such holder, each of its
officers, directors, partners, legal counsel and accountants and each person
controlling such holder, for any legal and any other expenses reasonably
incurred in connection with investigating and defending or settling any Claim
other than Claims that arise out of or are based on, and in conformity with, any
untrue statement or omission based upon written information furnished to Coda by
such holder and stated to be specifically for use therein.
(f) Each holder of Coda Shares will, if Coda Shares held by him are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify Coda, each of its directors, officers,
partners, legal counsel and accountants, each other such holder of Coda Shares,
and each of their officers, directors, and partners, and each person controlling
such holder, against all Claims arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular, or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse Coda and such holders, directors, officers, partners, legal
counsel and accountants, persons, or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
Claim, in each case to the
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extent, but only to the extent that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular, or other document in reliance upon and
in conformity with written information furnished to Coda by such holder;
provided, however, that the obligations of such holder hereunder shall not apply
to amounts paid in settlement of any Claims if such settlement is effected
without the consent of such holder (which consent shall not be unreasonably
withheld).
(g) Each party entitled to indemnification under subsection (e) or (f)
above (the "INDEMNIFIED PARTY") shall give notice to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such Claim, provided that counsel for the Indemnifying Party, who shall conduct
the defense of such Claim, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under subsection (e) or (f)
above, to the extent such failure is not prejudicial. No Indemnifying Party, in
the defense of any Claim, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with defense of such Claim.
(h) If the indemnification provided for in subsection (e) or (f) above
is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Claim referred to therein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Claim in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party on the one hand and of the Indemnified Party on the
other in connection with the statements or omissions that resulted in such Claim
as well as any other relevant equitable considerations. The relative fault of
the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(i) Each holder of Coda Shares shall furnish to Coda such information
regarding such holder and the distribution proposed by such holder, if any, as
Coda may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification, or compliance referred to in
this Section.
(j) No holder of Coda Shares shall have any right to take any action to
restrain, enjoin, or otherwise delay any registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section.
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(k) The right of any Shareholder to register such Shareholder's Coda
Shares under this Section 5 shall terminate on the earlier of: (i) the date on
which such Shareholder's shares are eligible for sale pursuant to Rule 144; or
(ii) the sale or other disposition by such Shareholder of all of such holder's
Coda Shares.
6. Miscellaneous.
(a). Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including transferees of
any shares of common stock). Nothing in this Agreement, expressed or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
(b) Governing Law. This Agreement shall be governed by and construed under the
laws of the State of New York.
(c) 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 instrument.
(d) Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
(e) Notices. Unless otherwise provided, all notices and other communications
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified, (ii)
when sent by facsimile or electronic mail if sent during normal business hours
of the recipient, if not, then on the next business day, (iii) ten (10) days
after deposit in a mail system within the jurisdiction of the sender's
residence, or (iv) two (2) days after deposit with an internationally recognized
courier. All such notices and other communications shall be sent to the
addresses reflected on the signature pages hereof, or at such other address as
such party may designate by ten (10) days advance written notice to the other
parties.
(f) Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Coda, and the holders of at all of the Transfer Shares.
(g) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision was so excluded and shall be enforceable in accordance with its terms.
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(h) Entire Agreement. This Agreement and the documents referred to herein
constitute the complete and final agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.
(i) Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to any party under this Agreement, upon any breach or default of
any other party under this Agreement, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default thereto-for or thereafter occurring. Any waiver, permit consent or
approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above first written.
CODA MUSIC TECHNOLOGY, INC.
By
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Its
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SHAREHOLDERS:
Individuals:
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(Printed Name)
-----------------------------------------------------
(Signature)
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(Printed Name of Joint Owner or Spouse)
-----------------------------------------------------
(Signature of Joint Owner or Spouse)
Entities:
-----------------------------------------------------
(Printed Name of Entity)
By
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Its
--------------------------------------------------
Address
-----------------------------------------------------
-----------------------------------------------------
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SCHEDULE A
SCHEDULE OF SHAREHOLDERS AND
TRANSFER SHARES
<TABLE>
<CAPTION>
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NAME OF SHAREHOLDER NET4MUSIC COMMON NET4MUSIC COMMON STOCK ISSUABLE TOTAL SHARES BENEFICIALLY
STOCK OWNED PURSUANT TO OWNED (TERMED TRANSFER
OPTIONS OR WARRANTS SHARES)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLAUDE POLETTI 1,040,000 294,400 1,334,400
------------------------------------------------------------------------------------------------------------------------------------
FINANCE & STRATEGIE 100,000 ---- 100,000
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INNOVAFRANCE FCPI 1,207,800 ---- 1,207,800
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REUBEN JEFFREY 57,500 ---- 57,500
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INNOVAFRANCE 99 FCPI 614,944 ---- 614,933
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FLORENCE RIBES 27,952 ---- 27,952
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JEAN FRANCOIS CARRERAS 3,075 ---- 3,075
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PATRICK DUNAUD 3,075 ---- 3,075
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TATIANA SOKOLOW 3.075 ---- 3,075
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VINCENT CHOVE 1,745 ---- 1,745
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PIERRE MICHEL 1,745 ---- 1,745
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FRANCOIS LOMBARD 1,745 ---- 1,745
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AYMARD DE LASTEYRIE 1,745 ---- 1,745
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FRANCOIS DULIEGE 50,000 830,400 880,400
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MICHEL GIRER 30,000 210,000 240,000
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BENJAMIN SCHWARZ 10,000 100,000 110,000
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AYMERIC PICHEVIN 10,000 85,489 95,489
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PHILIPPE DE SILVA ---- 75,489 75,489
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STEPHANE DONIKIAN ---- 75,489 75,489
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NICOLAS HEUZE 10,000 65,000 75,000
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LAURENT GIRER ---- 30,000 30,000
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DAVID RAUX ---- 20,000 20,000
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GERALD ROUVIER ---- 20,000 20,000
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JACKY LELEU 5,000 20,000 25,000
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LAURA HOENIGSBERG ---- 20,000 20,000
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LAURENT BAUER ---- 20,000 20,000
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MARC RAKOTOMALALA ---- 20,000 20,000
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PIERRE MARET ---- 20,000 20,000
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RENAN SCHONBERG ---- 20,000 20,000
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FRANCOIS LAUSTRIAT ---- 20,000 20,000
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JL DANJOU ---- 20,000 20,000
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BAPTISTE ABOULIAN ---- 10,000 10,000
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GILLES COUTIN ---- 10,000 10,000
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MARIE BEAUCHAUD ---- 10,000 10,000
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DINO TOMBA ---- 10,000 10,000
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CLEMENT COUPEAU ---- 5,000 5,000
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ORANGE SA ---- 210,000 210,000
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JED CONSEIL ---- 36,000 36,000
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PIERRE JOURDAN ---- 24,000 24,000
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THIBAULT BEUVE 5,000 5,000 10,000
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</TABLE>
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To: CODA MUSIC TECHNOLOGY, INC.
NOTICE OF EXERCISE OF PUT RIGHT --
The undersigned hereby irrevocably elects to exercise his/her/its Put Right,
granted pursuant to Section 1 of the Put and Call Agreement dated ,
2000, to exchange such person's shares of Net4Music S.A. common stock for an
amount of shares of Coda Music Technology, Inc. common stock, such amount being
calculated in accordance with Section 1 of such Agreement, and requests that
certificates for such shares shall be issued in the name of
------------------------------------
(Print Name)
The undersigned hereby certifies that (1) he/she/it is not a "U.S. Person" as
that term is defined in Regulation S to the Securities and Exchange Act of 1933,
as amended, and the Put Right is not being exercised on behalf of a U.S. Person
or (2) that the undersigned has delivered a written opinion of counsel to Coda
to the effect that the Coda Shares have been registered under the Act or are
exempt from registration thereunder.
Address:
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------------------------------------
------------------------------------
Entity Name* (if applicable)
------------------------------------
Date: , 20 By*
---------- -- ---------------------------------
Its
-------------------------------
*An entity's name (for entity Shareholders) and an individual's signature (for
natural Shareholders) must correspond to the Shareholder's name as contained in
Schedule A in every particular without alteration or enlargement or any change
whatsoever. When signing on behalf of a corporation, partnership, trust or other
entity, PLEASE indicate your position(s) and title(s) with such entity.
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