<PAGE>

                                                                    EXHIBIT 10.5


                 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
                               INTRALINKS, INC.

          This Amended and Restated Shareholders' Agreement ("Agreement") is
made and entered into as of January 24, 2000, by and among IntraLinks, Inc., a
Delaware corporation (the "Company"), the shareholders of the Company listed
herein on Schedule I under the section "Management Shareholders" (the
          ----------
"Management Shareholders"), the shareholders of the Company listed herein on
Schedule I under the section "Non-Management Shareholders" (the "Non-Management
----------
Shareholders;" the Non-Management Shareholders and the Management Shareholders
being herein referred to collectively as the "Original Shareholders"), the
shareholders listed herein on Schedule II (the "Series B Shareholders"), the
                              -----------
shareholders listed on Schedule III (the "Series C Shareholders"), the
                       ------------
shareholders listed on Schedule IV (the "Series D Shareholders"), the
                       -----------
shareholders listed on Schedule V (the "Series E Shareholders") and the
                       ----------
Shareholders listed in Schedule VI (the "Series F Shareholders," together with
                       -----------
the Original Shareholders, the Series B Shareholders, the Series C Shareholders,
the Series D Shareholder and the Series F Shareholders being herein sometimes
referred to collectively as "Shareholders").

                                 RECITALS:

          This Agreement is made with reference to the following facts:

          A.  The Company, the Original Shareholders, the Series B Shareholders,
the Series C Shareholders, the Series D Shareholder and the Series E
Shareholders are parties to an Amended and Restated Shareholders' Agreement
dated as of June 30, 1999, as amended from time to time by the addition of
signatories as contemplated therein (the "Original Shareholders' Agreement").

          B.  The Company and the Series F Shareholders are entering into a
Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the
Series F Shareholders will purchase from the Company 882,354 shares of the
Company's Series F Convertible Preferred Stock, $.01 par value ("Series F
Preferred Stock") of which 588,236 shares of Series F Preferred Stock are being
purchased by The Chase Manhattan Corporation or one of its subsidiaries
("Chase").

          C.  As an inducement to the Series F Shareholders to consummate the
transactions contemplated by the Stock Purchase Agreement and for clarity of
reference, the parties wish to provide for the terms with respect to certain
matters regarding the relationship between the Company and the Shareholders and
among such Shareholders.  Accordingly, the parties deem it in their best
interest to amend and restate the Original Shareholders' Agreement.
<PAGE>

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the Original Shareholders' Agreement
is hereby amended and restated in its entirety to provide as follows:

                                   SECTION 1.
                                    GENERAL
                                    -------

          Section 1.1  Purchase of Stock.  Each Shareholder is a holder of
                       -----------------
shares of the Company's Common Stock, $.01 par value ("Common Stock"), Series A
Preferred Stock, $.01 par value ("Series A Preferred Stock"), Series B Preferred
Stock, $.01 par value ("Series B Preferred Stock"); Series C Preferred Stock,
$.01 par value (the "Series C Preferred Stock"), Series D Preferred Stock, $.01
par value (the "Series D Preferred Stock"), Series E Preferred Stock, $.01 par
value (the "Series E Preferred Stock") or Series F Preferred Stock (the Series F
Preferred Stock, together with the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and
the Series E Preferred Stock, the "Preferred Stock") (the Common Stock and
Preferred Stock collectively, the "Shares").  To the extent that the
Shareholders acquire additional shares of the Company's Common Stock or
Preferred Stock or hold or acquire any warrants, options or other rights to
acquire such securities of the Company, the Shareholders agree that such
securities, and such securities, when exercised or converted, shall be deemed to
be "Shares" for the purposes of Sections 4 and 5 of this Agreement.

          Section 1.1 Series D Warrants.  Simultaneously with the Series D
                      -----------------
Shareholder's purchase of Series D Preferred Stock pursuant to that certain
Stock and Warrant Purchase Agreement, between the Company and the Series D
Shareholder, dated April 13, 1999, the Company issued to the Series D
Shareholder a certain warrant to purchase 660,000 additional shares of Series D
Preferred Stock (the "Series D Warrant"), in addition to certain other warrants
(the "E&Y Warrants").  The Series D Shareholder hereby agrees to be bound by the
obligations set forth in the Series D Warrant to exercise all of the warrants
represented by the Series D Warrant upon the occurrence of an Exercise Event (as
defined in the Series D Warrant).


                                   SECTION 2.
                                   DIRECTORS
                                   ---------

          Section 2.1  Election; Number and Term; Board Committees; Observers;
                       -------------------------------------------------------
Change of Chief Executive Officer.  (a)  At any annual or special shareholders
---------------------------------
meeting called for such purpose, and whenever the shareholders of the Company
act by written consent with respect to election of directors, each Shareholder
agrees to vote or otherwise give such Shareholder's consent in respect of all
shares of capital stock of the Company (whether now owned or hereafter acquired)
owned by such Shareholder or as to which such Shareholder is entitled to vote,
and the Company shall take all necessary and desirable actions within its
control, in order to cause:

                                       2
<PAGE>

          (i) the election to the Company's Board of Directors (the "Board"), as
     promptly as practicable, but in any event prior to the next meeting of the
     Board, of:

               (A) three (3) individuals designated by the Series D Shareholder
          (the "Series D Directors"), as long as the Series D Shareholder owns
          in the aggregate at least 660,000 shares of the Company's Series D
          Preferred Stock (as adjusted for stock splits, stock dividends, or
          similar events), which individuals initially shall be Carolyn Buck
          Luce, J. Douglas Phillips and Stephen D. Oesterle; and

               (B) two (2) individuals designated by the holders of the Series C
          Preferred Stock (collectively, the "Series C Directors"), voting as a
          class; provided, however, that in the event Catalyst Investments
                 --------  -------
          (Belgium) N.V. ("Catalyst") (or any Permitted Transferee of Catalyst
          to which Catalyst's Series C Shares are transferred pursuant to
          Section 4(b)(i) or (ii) hereof) or APA Excelsior V, L.P. and any other
          fund managed by Patricof & Co. Ventures, Inc., (the "Patricof Funds"),
          own at least one-half (1/2) of the number of shares of Series C
          Preferred Stock set forth opposite their respective names on Schedule
                                                                       --------
          III (as adjusted for stock splits, stock dividends or similar events),
          ---
          each such entity shall be entitled to designate one (1) individual,
          which individuals are initially Thomas Hirschfeld for the Patricof
          Funds and Julie Kunstler for Catalyst, and

               (C) two (2) individuals designated by the holders of the Series B
          Preferred Stock (collectively, the "Series B Directors") voting as a
          class; provided, however, that in the event Euclid Partners IV, L.P.
                 --------  -------
          ("Euclid") or Perseus Capital, LLC ("Perseus") owns at least one-half
          (1/2) of the number of shares of Series B Preferred Stock set forth
          opposite their respective names on Schedule II hereto (as adjusted for
                                             -----------
          stock splits, stock dividends or similar events), each such entity
          shall be entitled to designate one (1) individual, which individuals
          are initially Milton J. Pappas for Euclid and William Ford for
          Perseus; and

               (D) one (1) individual designated by the Management Shareholders
          (the "Management Directors"), which individual is initially Mark S.
          Adams; and

               (E) one (1) individual designated by Arthur B. Sculley, David W.
          Sculley, John Sculley, Sculley Investment Ltd. Partnership, The John
          Sculley Irrevocable Trust for the Benefit of Oliver Allnatt, The John
          Sculley Irrevocable Trust for the Benefit of Madeline Allnatt, The
          Sculley Family Trust, Sculley Brothers LLC, Isabel Espina and any
          Permitted Transferee to which their shares are transferred (the
          "Sculley Brothers Group") as long as the Sculley Brothers Group owns
          in the aggregate at least one-half (1/2) of the shares of capital
          stock of the Company set forth opposite their names on the Schedules
          hereto (as adjusted for stock splits, stock dividends or similar
          events), such designee is

                                       3
<PAGE>

          initially Arthur Sculley and thereafter, if not Arthur Sculley, David
          Sculley or John Sculley to the extent available; and

               (F) one (1) individual designated by the holders of the Series E
          Preferred Stock; provided, however, in the event Reuters Holdings
                           --------  -------
          Switzerland SA ("Reuters") owns at least one-half (1/2) of the number
          of shares of Series E Preferred Stock set forth opposite its name on

          Schedule V hereto (as adjusted for stock splits, stock dividends or
          ----------
          similar events), Reuters shall be entitled to designate such
          individual, which individual is initially Devin Wenig; and

               (G) following an election by Chase pursuant and subject to
          Section 2.1(c)(ii) below, one (1) individual designated by Chase;

     all of which designees shall hold office subject to their earlier removal
     in accordance with clause (ii) below, the By-laws of the Company and
     applicable corporate law, until their respective successor shall have been
     elected and shall have been qualified;

          (ii)  the removal from the Board (with or without cause) of any
     representative designated hereunder by the Shareholders entitled to make
     such designation hereunder pursuant to clause (i) above, upon written
     request of such Shareholders for removal of its designee, but only upon
     such written request; and

          (iii)  upon any vacancy in the Board as a result of any individual
     designated as provided in clause (ii) above ceasing to be a member of the
     Board, whether by resignation or otherwise, the election to the Board of an
     individual designated by the Shareholders which designated the individual
     who shall have so ceased to be a member of the Board.

          (b)  Each of the Shareholders agrees to cause its designees to the
     Board to vote or otherwise give such director's consent to the creation and
     maintenance of:

          (i)  a Compensation Committee of the Board consisting of four (4)
     members of the Board which shall be composed of (A) two designees of the
     holders of the Series B Preferred, initially to be the directors designated
     by Euclid and Perseus; (B) a designee of the holders of the Series C
     Preferred, initially to be the director designated by Catalyst; and (C) a
     designee of the holder of the Series D Preferred, initially to be a
     director designated by the Series D Preferred Shareholder.  The approval of
     a majority of the members of the Compensation Committee shall be required
     for:

               (A) all grants of stock options and other stock-based
          compensation to officers and employees of the Company;

               (B) all increases in compensation;

                                       4
<PAGE>

               (C) any bonus plan to be formed by the Company and all annual or
          other bonuses granted to officers of the Company thereunder; and

               (D) any increase in other employee benefits (including, without
          limitation, vacation policy, benefit plans, company automobiles and
          insurance) granted to officers of the Company; and

          (ii)  an Audit Committee of the Board consisting of three (3) members
     of the Board which shall be composed of (A) a designee of the holders of
     the Series B Preferred, initially to be the director designated by Euclid
     (B) a designee of the holders of the Series C Preferred, initially to be
     the director designated by the Patricof Funds; and (C) a designee of the
     holders of the Series D Preferred, initially to be a director designated by
     the Series D Shareholder, which Audit Committee shall review and approve by
     majority vote the financial statements of the Company, as audited by the
     Company's independent certified public accountants, prior to issuance each
     year.  The Audit Committee shall meet at least twice each year and shall be
     empowered to:

               (A) meet with the independent auditors of the Company to discuss
          the scope of the annual examination;

               (B) review the annual report of the auditors, including the
          financial statements and management letter or recommendations on
          internal control;

               (C) meet with the Treasurer of the Company to discuss and review
          the system of internal controls and procedures, the quality of the
          staff in the Treasurer's office, and the financial statements;

               (D) direct and supervise special investigations of the accounting
          affairs of the Company;

               (E) recommend the appointment of independent auditors for the
          ensuing fiscal year; and

               (F) make a report of its activities at each annual meeting of the
          Company.

          (c)  John M. Muldoon, Patrick J. Wack, a Johnson & Johnson Development
Corporation ("JJDC") representative appointed by JJDC and a representative
appointed by Chase shall each have the right to attend all meetings of the Board
as observers without a vote or other rights of a director (except the right to
receive sufficient notice of any such meeting to enable such attendance and the
right to receive all other communications, information and materials furnished,
from time to time, to directors of the Company and the right to receive
reimbursement for travel expenses to the same extent as directors of the
Company); provided that:
          --------

                                       5
<PAGE>

          (i) such observer and reimbursement rights set forth in this clause
     (c) shall terminate with respect to John M. Muldoon, Patrick J. Wack, Jr.
     and JJDC at such time as such individuals, with respect to Messrs. Muldoon
     and Wack (together with members of their respective immediate families and
     any trusts, etc. for the benefit of such persons), or JJDC hold less than
     50% of their current ownership of the Company's capital stock; and

          (ii) upon the earlier to occur of (i) the three (3) month anniversary
     of the Company's IPO (as defined herein) or (ii) the twelve (12) month
     anniversary of the date of the Initial Closing Date, as defined in the
     Stock Purchase Agreement (the "Designation Event"), Chase may elect to
     convert its observer rights into the right to appoint one individual to the
     Board pursuant to Section 2.1(a)(i)(G) above, in which case the observer
     and reimbursement rights set forth in this clause (c) shall terminate with
     respect to Chase.  In the event of such election, the Company and the
     Shareholders shall take all necessary and appropriate actions to facilitate
     the appointment of a Chase designee, who shall be reasonably acceptable to
     the Company and to the Company's Board of Directors.  In the event that
     Chase does not exercise its right to designate a director within two years
     after the Designation Event, such right shall terminate.

          (d)  In the event that Mark S. Adams resigns from his current position
as Chief Executive Officer of the Company ("CEO") or, for any reason whatsoever,
no longer holds such position, majority approval of the entire Board shall be
required in order to select and appoint a new CEO, which majority must include
each of the Series B Directors and Series C Directors.

          (e)  The Board shall meet on a quarterly basis unless and until
otherwise agreed by the Board.  The Company will reimburse all directors who are
not also officers or employees of the Company for out-of-pocket and travel
expenses reasonably incurred in connection with attending such meetings.

                                       6
<PAGE>

                                  SECTION 3.
                                   OFFICERS
                                   --------

          Until changed by any regular or special meeting of the Board, as
provided in the By-Laws of the Company and pursuant to the requirements
contained herein, the following persons shall be duly constituted officers of
the Company:

<TABLE>
<CAPTION>

        <S>                                        <C>
          Chairman of the Board                 --  Arthur B. Sculley

          Chief Executive Officer               --  Mark S. Adams

          President and                         --  James Dougherty
          Chief Operating Officer

          Chief Financial Officer and Treasurer --  John M. Muldoon

          Assistant Secretary -                 --  Patrick J. Wack, Jr.

          Secretary                             --  Stephen M. Davis
</TABLE>

The Shareholders shall be permitted to cause the Board to review and elect (or
reelect, as the case may be), the Chairman of the Board on or before April 1 of
each year.


                                   SECTION 4.
           RESTRICTIONS ON TRANSFER OF SHARES; REPURCHASE OF SHARES
           --------------------------------------------------------

          The Shares are subject to restriction on transfer as described below.

          Section 4.1  Restrictions on Transfer.  (a)  None of the Shares may be
                       ------------------------
sold, transferred or otherwise disposed of nor shall they be pledged or
otherwise hypothecated by any Original Shareholder, provided, however,
                                                    --------  -------
notwithstanding anything to the contrary contained herein, that an Original
Shareholder may transfer the Shares to any of the following (each, an "Original
Shareholder Permitted Transferee") in accordance with applicable securities
laws:  (i) any spouse or family member related to them by one generation
("Immediate Family Member") or to a trust created for the benefit of an
Immediate Family Member or Immediate Family Members with the prior approval of a
Super Majority (as hereinafter defined) of the Board which will not be
unreasonably withheld; or (ii) any Shareholder by an Original Shareholder with
the prior approval of a Super Majority of the Board; or (iii) any beneficiary by
intestate succession or testamentary disposition from an Original Shareholder.
Notwithstanding anything contained herein to the contrary, each Original
Shareholder may transfer up to an aggregate of 15,000 Shares in one or more
gifts or contributions to any individual or charitable organization.

                                       7
<PAGE>

          (b) Anything herein to the contrary notwithstanding, each Series B
Shareholder, Series C Shareholder, Series D Shareholder, Series E Shareholder
and Series F Shareholder shall have the right to transfer its Shares to (a) any
partner, member or shareholder of such shareholder or any person or entity that
directly or indirectly through one or more intermediaries controls or is
controlled by or is under common control with such shareholder, (b) any limited
partnership, partnership, trust or other legal entity in which such shareholder
is a principal and that is managed or controlled by a company or entity which
controls, or is controlled by or is under common control with such shareholder,
(c) any corporate, partnership or member affiliate, or affiliate of such an
affiliate, of such shareholder, (d) any spouse or family member related by one
generation to such shareholder or to a partner, member or shareholder of such
shareholder or to any trust (or to any trustee, settlor or beneficiary of any
such trust), estate, personal representative, heir or devisee of any such person
or entity, and (e) no more than three other individuals or entities per each
such shareholder so long as such transfer is made without cash, deferred cash or
marketable security consideration (each, an "Investor Permitted Transferee"),
provided that such transfer is made in accordance with applicable securities
laws.

          (c) In the event that the Series D Shareholder determines at some time
in the future that any Series E Shareholder, Series F Shareholder or any future
shareholder of the Company causes an independence issue for the Series D
Shareholder (any such further shareholder shall be referred to hereafter as a
"Non-Independent Shareholder") under Section 602.02.g of the Securities and
Exchange Commission's interpretations relating to independence or any federal or
state governmental or regulatory rules, or applicable professional guidelines
applicable to independent public accountants (an "Independence Issue"), the
following steps will be taken to cause the Non-Independent Shareholder to divest
itself of its investment in the Company's securities (the "Non-Independent
Securities"):

          (i) The Series D Shareholder will give notice of such Independence
Issue to the Company (the "Non-Independence Notice").

          (ii) The Company will engage an investment bank, reasonably acceptable
to the Non-Independent Shareholder, to determine the Market Price (as defined
herein) of the Non-Independent Securities.  For the purposes hereof, the Market
Price shall be the price that a buyer would pay for the Non-Independent
Securities given the unregistered nature of the securities and the performance
and prospects of the Company and relevant market conditions at such time.

     If the Company has already engaged an investment bank as the underwriter in
its prospective initial public offering (the "IPO"), such investment bank will
provide the valuation if the Company so chooses.  The Company will use its best
efforts to cause the investment bank to provide the valuation of Market Price
within thirty (30) days of its receipt of the Non-Independence Notice by
providing all reasonable information and access to the Company's personnel to
the investment bank performing the valuation.  All reasonable expenses of the
valuation shall be borne by the Company.

                                       8
<PAGE>

          (iii)  Once the Market Price has been determined, the Non-Independent
Securities will be offered to the Company at the Market Price.  The Company
shall have ten (10) days to purchase all or a portion of the Non-Independent
Securities.

          (iv) Any Non-Independent Securities that are not purchased by the
Company shall be offered to the Shareholders at the Market Price in the manner
described in Section 5.1(i)(b) hereof.

          (v) Any Non-Independent Securities that have not been purchased by the
Company or the Shareholders shall be offered by the Non-Independent Shareholder
to any third parties ("Third Parties") for the Market Price; provided, however,
                                                             --------  -------
that the Non-Independent Shareholder must obtain the approval of the Company in
writing prior to any such transfer of the Non-Independent Securities.  The Non-
Independent Shareholder shall use commercially reasonable efforts to sell the
Non-Independent Securities within ninety (90) days of the Company's receipt of
the Non-Independence Notice.

          (vi) Notwithstanding anything contained herein to the contrary, the
Non-Independent Shareholder shall not be required to sell the Non-Independent
Securities under subsections 4.01(c)(iii), (iv) or (v) unless either the Market
Price is, or one or more purchasers (including the Company, the Shareholders,
and/or Third Parties) acting individually or jointly offer to pay, $13.00 or
more per share, as adjusted for stock splits or share combinations.

          (vii)  Any and all sales commissions and brokers' fees incurred in
connection with the sale of the Non-Independent Securities shall be borne by the
Non-Independent Shareholder.

          (viii)  In the event of the Company's IPO at any time after the sale
of the Non-Independent Securities, the Company shall use commercially reasonable
efforts to cause the number of shares equal to the Non-Independent Securities
sold by the Non-Independent Investor (but in no event more than five percent
(5%) of the capital stock of the Company) to be allotted to the Non-Independent
Shareholder for purchase in the IPO.

          (d) In the event that the Series D Shareholder determines at some time
in the future that any Original Shareholder, Series B Shareholder or Series C
Shareholder, or any director or officer of the Company, causes the Series D
Shareholder's investment in the Company to be a prohibited investment for the
Series D Shareholder because any such Shareholder, officer or director, through
the ownership of its Shares, causes an Independence Issue for the Series D
Shareholder, or in the event a Non-Independent Shareholder is not required to
divest itself of its Non-Independent Securities under subsection 4.1(c) above
following the occurrence of an Independence Issue as described in such
subsection, the Company will use commercially reasonable efforts to cure such
Independence Issue by assisting such Shareholder, director or officer in taking
whatever actions are reasonably appropriate to resolve the Independence Issue.
If such Independence Issue cannot be cured through these means, the Company will
use its commercially reasonable efforts to assist the Series D Shareholder in
disposing of its investment in the Company's securities, including, if

                                       9
<PAGE>

requested, by (i) providing information for due diligence purposes to
prospective transferees of the Series D Shareholder's investment in the Company
and (ii) providing an opinion of Company counsel to a transferee in connection
with such transfer of the Series D Shareholder's investment in the Company. The
Series D Shareholder must obtain the approval of the Company in writing prior to
any such transfer of the Series D Shareholder's investment in the Company, such
approval not to be unreasonably withheld.

          (e) Notwithstanding anything contained herein to the contrary, Savant
Technologies, Inc. shall have the right to transfer its Shares to any of its
shareholders (each, a "Savant Permitted Transferee," together with the Investor
Permitted Transferees and the Original Shareholder Permitted Transferees
sometimes referred to herein as "Permitted Transferees"), provided that such
transfer is made in accordance with applicable securities laws.

          Section 4.2  Release of Restrictions on Shares.  The restrictions set
                       ---------------------------------
forth in Section 4.1 on the sale, transfer or other disposition and on the
pledge or other hypothecation of the Shares, including the Independence Issue-
related provisions in Section 4.1(c), shall lapse concurrently with the
successful completion of an IPO of Common Stock by the Company or upon the sale
of all or substantially all of the assets of the Company.

          Section 4.3  Repurchase Upon Death.  Any Original Shareholder who (i)
                       ---------------------
owns more than 1% of the outstanding Shares; and (ii) is an employee of the
Company (an "Original Employee Shareholder"), may elect to have the Company
purchase up to $1,000,000 of his Shares at the time of his death at Fair Market
Value (as hereinafter defined); provided that, (i) such Original Shareholder,
                                -------- ----
while still living, has provided the Company with notice as of the date hereof
or provides the Company with one hundred and twenty (120) days' notice of such
intent at such other time ("Special Notice"); and (ii) upon receiving such
Special Notice, the Company shall be able to, through use of its reasonable best
efforts, obtain Company-sponsored life insurance ("Insurance") policies for each
Original Employee Shareholder providing a Special Notice pursuant to section (i)
of this Section at a commercially reasonable price.  In the event that the
Company has been able to obtain such Insurance, then the Company shall purchase
such Shares with the proceeds of the Insurance policy and the purchase price for
the Shares shall be paid by the Company to the Original Employee Shareholder's
estate, at such time as proceeds are received under the Insurance plan.

          4.4  Repurchase of Shares Owned by Management Shareholders. Upon any
               -----------------------------------------------------
termination of the employment of any Management Shareholder by the Company for
cause (where applicable and as such term is defined in the respective employment
agreements in existence on this date between the Company and each Management
Shareholder), the Company shall have the right to repurchase from such
Management Shareholder all Shares held by such Management Shareholder at Fair
Market Value.

          4.5  Procedure.  (a)  The repurchase rights of the Company under
               ---------
Section 4.4 may be exercised by notice specifying the Shares to be repurchased
(a "Repurchase Notice").  The Repurchase Notice shall be delivered to the
respective Management Shareholder during

                                       10
<PAGE>

the period (the "Repurchase Period") ending 30 days after the event triggering
such repurchase right. Upon the delivery of any Repurchase Notice, the
respective Management Shareholder shall be obligated to sell to the Company the
Shares specified in such Repurchase Notice.

          (b)  The closing of any repurchase of Shares under this Section shall
take place at the offices of the Company or at such other place designated by
the Company on a business day designated by the Company which shall be not more
than 30 days after the receipt of the Repurchase Notice.  At such closing, (i)
the respective Management Shareholder shall deliver to the Company the
certificate or certificates evidencing the Shares specified in the Repurchase
Notice, duly endorsed for transfer and free and clear of all liens, claims and
other encumbrances (other than encumbrances arising under this Agreement), and
(ii) the Company shall deliver to such Management Shareholder the purchase price
therefor.


                                  SECTION 5.
                    RIGHTS WITH RESPECT TO SALES OF SHARES
                    --------------------------------------

          Section 5.1  Certain Shareholder Requirements.  No Shareholder, and
                       --------------------------------
none of his or its heirs, personal representatives, successors, or assigns, as
the case may be, shall have the right at any time of such ownership to sell, or
otherwise transfer any portion of his or its Shares, other than to a Permitted
Transferee (any Shareholder who desires to sell or transfer his or its Shares is
hereinafter referred to as a "Selling Shareholder") unless in accordance with
the following provisions.

          (i)  Right of First Refusal to Company and/or Shareholders.  (a)  The
               -----------------------------------------------------
Selling Shareholder shall deliver a written-notice to the Company, stating the
price, terms, and conditions of the proposed sale or transfer, the Shares to be
sold or transferred, and the identity of the proposed transferee (a "Sale
Notice").  Within twenty (20) days after receipt of a Sale Notice, the Company
shall have the right to purchase all or any portion of the Shares so offered at
the price and on the terms and conditions stated in the Sale Notice.

          (b)  If none or only a part of the Shares for sale is bid for purchase
by the Company, then the Selling Shareholder shall deliver the Sale Notice to
all of the other Shareholders (the "Buying Shareholders").  Within twenty (20)
days after receipt of a Sale Notice, the Buying Shareholders shall have the
right to purchase all or a part of his or its pro rata portion (on an as-
converted basis) of the Shares so offered at the price and on the terms and
conditions stated in the Sale Notice by giving notice to the Selling Shareholder
stating the quantity of Shares to be so purchased.

          (c)  In the event that (X) the Company and/or the Buying Shareholders
have not bid to purchase all of the Shares for sale and (Y) the remaining Shares
are to be sold to a Reuters Competitor, then the Selling Shareholder shall give
Reuters written notice prior to any such sale stating the remaining number of
Shares for sale and the identity of the Reuters Competitor (a "Reuters Sale
Notice").  For a period of twenty (20) days after receipt of a Reuters Sale
Notice, Reuters shall have a right to purchase all or any portion of the
remaining

                                       11
<PAGE>

Shares so offered at the price and on the terms and conditions stated
in the original Sale Notice.  For purposes of this Section (c), a "Reuters
Competitor" shall be deemed to be (A) Bloomberg L.P., Dow Jones, Inc., Bridge
Data, Inc., Thomson Corporation, Automatic Data Processing Inc., IPC Systems
Inc. and any of their affiliates, successors or assigns and (B) any other person
or entity or an affiliate of any such person or entity similar to those types of
companies listed in (A) above which, at the time of the sale, either alone or
combined with its affiliates derives greater than 30% of its revenues from the
provision of financial information to the professional market.

          (ii)  Transfer to Third Parties.  If none or only a part of the Shares
                -------------------------
for sale is purchased by the Company and/or the Buying Shareholders, then the
Selling Shareholder may dispose of some or all of the remaining Shares for sale
to any person or persons, subject to Section 5.1(i)(c) but only within a period
of ninety (90) days from the date of his or her last Sale Notice.  However, the
Selling Shareholder shall not sell or transfer any of the Shares for sale at a
lower price or on terms more favorable to the purchaser or transferee than those
specified in the Sale Notices.  After the ninety (90) day period, the procedures
set forth in this Section 5.1 shall again apply.

          (iii)  Tag-Along Rights of Shareholders.  If any Selling Shareholder
                 --------------------------------
or group of Selling Shareholders proposes to sell in a single transaction or a
series of related transactions an aggregate number of shares of stock of any
class for cash or other property which represents more than 10% of the then
outstanding Shares (other than, as provided above, to a Permitted Transferee),
such Selling Shareholder or group of Selling Shareholders shall comply with the
following:

                (A) The Selling Shareholder or group of Selling Shareholders
shall send to all Shareholders a written notice of the proposed sale, offering
each the right to participate in the sale on the terms set out in this Section
5.1(iii). Each such Shareholder (a "Co-Seller") may elect to participate in the
contemplated sale by delivering a written notice to the Selling Shareholder or
group of Selling Shareholders within two business days after the expiration of
the notice periods identical to those set forth in Section 5.1(i) specifying the
number of shares such Co-Seller elects to sell. Each such Co-Seller may elect to
sell in the contemplated transaction up to a number of Shares equal to the
number obtained by multiplying the number of Shares which the Co-Seller owns by
a fraction, the numerator of which shall be the number of Shares the Selling
Shareholder or group of Selling Shareholders proposes to sell, and the
denominator of which shall be the aggregate number of Shares held by the Selling
Shareholder or group of Selling Shareholders. If the Co-Sellers and the Selling
Shareholder or group of Selling Shareholders (singularly, a "Selling Party",
and, collectively, the "Selling Parties") in the aggregate elect to sell more
than the total number of Shares that the Selling Shareholder's or group of
Selling Shareholders' buyer or buyers wish to purchase, then each Selling Party
shall be entitled to sell to the buyer or buyers that number of Shares to be so
purchased by the buyer or buyers from the Selling Parties multiplied by a
fraction, the numerator of which is the number of Shares such Selling Party
elects to sell and the denominator of which is the aggregate number of Shares
all of such Selling Parties elect to sell.

                                       12
<PAGE>

          (B)  Each Co-Seller shall effect its participation in a sale of the
type contemplated in this Section 5.1(iii) by arranging for transfer to the
buyer or buyers of one or more certificates, properly endorsed for transfer,
which represent the number of Shares which the Co-Seller is entitled to sell
pursuant to this Section 5.1(iii).  All Shares proposed to be sold by each
Selling Party shall be sold free and clear of all liens, claims and encumbrances
of any kind.

          (C)  The exercise or non-exercise of the rights of the Co-Sellers
hereunder to participate in one or more sales of Shares made by a Selling
Shareholder or group of Selling Shareholders shall not adversely affect Co-
Sellers' rights to participate in subsequent sales by Selling Shareholders or
groups of Selling Shareholders which meet the conditions specified in this
Section 5.1(iii).

          (D)  Any sale or transfer made pursuant to this Section 5.1(iii) shall
be consummated within 120 days of the expiration of the Section 5.1(iii) notice
period.

          Section 5.2.  Bring-Along Rights.
                        ------------------

                (i)  Requirements.  If any Shareholder or group of Shareholders
                     ------------
who collectively hold at least 50% of the then outstanding Shares on an as
converted basis (the "Majority Shareholders") shall propose a sale or exchange
in a business combination or otherwise of all their Shares in a bona fide arm's
length transaction, the Majority Shareholders, at their option may require that
(1) all Shareholders sell or exchange all of their shares in the same
transaction at the same price and on the same terms and conditions as applicable
to the Majority Shareholders and, (2) if Shareholder approval of the transaction
is required, that each such Shareholder vote such Shareholder's Shares in favor
thereof. For the purposes of this Section 5.2, a "sale" shall include a merger,
consolidation or similar combination, exchange, sale of assets followed by a
liquidation, or any disposition thereof for cash, marketable securities, or debt
obligations, or a combination thereof; provided, however, that a "sale" shall
                                       --------  -------
not include a public offering of shares to be registered under the Securities
Act.

                (ii)  Expiration of Bring-Along Rights.  The provisions of this
                      --------------------------------
Section 5.2 shall expire at such time as the Company completes the initial
public offering of its Common Stock.


                                  SECTION 6.
                              PRE-EMPTIVE RIGHTS
                              ------------------

          Section 6.1.  Shareholders.
                        ------------

                (i) "New Securities."  "New Securities" shall mean any
                     ---------------
additional equity of the Company, whether Common Stock or any other equity
security or right convertible, exchangeable or exercisable into Common Stock or
any other security, other than (A) securities issued to employees, directors or
officers of the Company pursuant to plans

                                       13
<PAGE>

adopted or arrangements approved by the Compensation Committee and any
securities issuable upon the exercise of any such options granted or issued
under such plans; (B) securities issued for the acquisition of another company
by the Company by merger, purchase of substantially all the assets of such
company, or other reorganization of the Company approved by a vote of a Super
Majority of the Board; (C) securities issued to an equipment lessor or source of
debt financing pursuant to arrangements approved by a vote of a Super Majority
of the Board; (D) the issuance of securities upon the exercise or conversion of
options, warrants or the convertible securities which are outstanding as of the
date of this Agreement; and (E) securities issued to consultants, and members of
any advisory board established by the Board of Directors of the Company and any
securities issuable upon the exercise or conversion of such securities.

                (ii) Pre-Emptive Rights of Shareholders.  (A) Notwithstanding
                     ----------------------------------
any prior agreement to the contrary, in the event the Company intends to issue
New Securities, it shall give each Shareholder written notice of such intention,
describing the type of New Securities to be issued, the price thereof, and the
general terms upon which the Company proposes to effect such issuance. Each
Shareholder shall have fifteen (15) days from the date of such notice to agree
to purchase all or a part of its pro rata portion (on an as-converted and fully-
diluted basis) of such New Securities for the price and upon the general terms
and conditions specified in the Company's notice by giving notice to the Company
stating the quantity of New Securities to be so purchased.

          (B) Any pre-emptive rights heretofore granted by the Company to any
Original Shareholders, Series B Shareholders, Series C Shareholders or Series D
Shareholders in connection with the Shares are hereby eliminated and only the
pre-emptive rights referred to in this Section 6.1 are effective.


                                  SECTION 7.
                                   LEGENDS
                                   -------

          By execution of this Agreement, the Shareholders indicate their
agreement to the repurchase rights of the Company, the restrictions on resale
and the special rights described in Section 5 hereof.  The Shareholders also
acknowledge that neither the issuance nor the resale of the Shares has been
registered or qualified under applicable federal or state securities laws.

          The Shareholders agree that the following legends will be imprinted on
each certificate representing Shares restricted from resale under Section 5
hereof:


     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
     SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE
     WITH AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERS

                                       14
<PAGE>

     EXECUTING SUCH AGREEMENT, A COPY OF WHICH CAN BE INSPECTED AT THE COMPANY'S
     EXECUTIVE OFFICES."


          The Shareholders agree that the following legends will be imprinted on
all certificates representing the Shares:


     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS.  THESE
     SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
     VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
     HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SECURITIES
     REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS RECEIVED AN OPINION
     OF COUNSEL REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT AN EXEMPTION
     FROM REGISTRATION IS AVAILABLE."


                                   SECTION 8.
                      ACTIONS REQUIRING SPECIAL APPROVAL
                      ----------------------------------

          Unless approved by a vote of a Super Majority of the Board, the
Company shall not permit:

     (i)   Any public offering of Common Stock;

    (ii)   Any equity or debt financings or series of financings by the Company,
           which individually or in the aggregate equal more than $500,000;

    (iii)  A loan by the Company to any shareholder, officer, director or
           employee in excess of $10,000 or any loan by any shareholder,
           interested director, officer or employee to the Company in excess of
           $10,000;

    (iv)   Any material transaction between the Company and any shareholder,
           officer, director or employee or any member of the immediate family
           of any of the foregoing persons;

     (v)   The payment of any dividends on any of the Company's capital stock;

     (vi)  Any transaction between the Company and any non-wholly-owned
           subsidiary;

                                       15
<PAGE>

     (vii)  Any repurchase by the Company of its capital stock;

     (viii) Any reincorporation of the Company;

      (ix)  Any letter of intent, memorandum of understanding or other form of
            agreement in principle to enter into a material transaction referred
            to in this Section 7, not in the ordinary course of business; and

       (x)  Any amendment of the Company's Articles of Incorporation or Amended
            By-Laws.

          In addition to a vote of a Super Majority of the Board, any sale of
all or substantially all of the assets or capital stock of the Company, whether
by merger, consolidation, exchange or otherwise, shall require the vote of a
majority of the holders of the issued and outstanding capital stock of the
Company, on an as-converted basis.


                                   SECTION 9.
                     TRADE SECRETS AND UNFAIR COMPETITION
                     ------------------------------------

          It is understood that the Shareholders will have access to the
Company's confidential and proprietary information and trade secrets, including
patentable and nonpatentable technology, customer or client lists and other
items of information.  The use of such items or the solicitation of the
Company's clients, employees, business partners, material vendors or consultants
by a Shareholder would materially and adversely affect the Company and all of
the Shareholders, economically and otherwise.

          Accordingly, the Company must protect such information through an
agreement regarding confidentiality by and among the Company and the
Shareholders on the terms of this Section.

          (a) As a result of a Shareholder's investment in the Company, such
Shareholder may be in possession of proprietary and confidential information and
trade secrets relating to the business practices of the Company and affiliated
companies, if any.  The Shareholder covenants and agrees that he or it will not,
at any time during or after the investment period, directly or indirectly, use
or disclose to any person, firm, company or other entity, use to the detriment
of the Company or the Company's employees or misuse in any way proprietary or
confidential information acquired by the Shareholder during the term of his or
its investment in the Company regarding the clients, customers or business
practices of the Company or affiliated companies which has not otherwise become
part of the public domain, without the prior written consent of the Company or
as required by law.  For purposes of this Agreement, confidential information
includes, but is not limited to, trade secrets; lists of past or present
clients, customers or consultants; product or service development plans;
marketing plans; pricing policies; business acquisition plans or targets; any
portion or phase of any technical information, technique, method, process,
procedure, technology or know-how

                                       16
<PAGE>

(whether or not in written on tangible form) used by the Company or any portion
or phase of any technical information, ideas, discoveries, designs, computer
programs, that is valuable (whether or not in written or tangible form or
whether or not down-loaded into a computer or on computer discs) to the Company.
All such information, in whatever form, including all memoranda, notes, plans,
reports, records, documents and other evidence thereof and any other information
of whatever nature which gives the Company an opportunity to obtain an advantage
over its competitors shall be considered a "trade secret" for the purposes of
this Agreement. Notwithstanding the foregoing, a Shareholder's obligations under
this subsection (a) shall not apply to any information that (i) was in the
possession of such Shareholder without obligation of confidence prior to the
receipt thereof from the Company, (ii) was independently developed by the
Shareholder, (iii) is or has become available to the public without fault of
such Shareholder, (iv) is disclosed to such Shareholder, without restriction, by
a third party, or (v) the Shareholder is requested to disclose the information
and the information is required by law to be disclosed (in which event the
Shareholder will notify the Company as promptly as practicable following the
request to enable the Company to seek an appropriate protective order or to
waive the provision).

          (b) Each Original Shareholder agrees that during the term of and for a
period of one year immediately following termination of his or its investment in
the Company, such Original Shareholder shall not directly interfere with the
business of the Company in any manner, including, without limitation, by
inducing an employee or associate to leave the Company, or by inducing a
consultant or other independent contractor to sever that person's relationship
with the Company, or disrupting the Company's relationships with customers,
agents, representatives or vendors or otherwise.

          (c) In the event that any portion of this Section 9 is determined to
be unenforceable, such enforceable portion shall be severable and the balance
shall remain valid and fully enforceable.  Money damages for the breach of the
foregoing covenants may not be capable of determination.  Accordingly, the
foregoing covenants shall be subject to specific enforcement in any court of
competent jurisdiction.


                                  SECTION 10.
                                INDEMNIFICATION
                                ---------------

          Section 10.1  Arising out of Employment or Efforts on Behalf of the
                        -----------------------------------------------------
Company.  To the full extent permitted by law, the Company will indemnify any
-------
person or his or its, as the case may be, heirs, distributees, next of kin,
successors, appointees, executors, administrators, legal representatives and
assigns who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise, domestic
or foreign, against expenses, attorneys' fees, court costs, judgments, fines,
amounts paid in settlement and other losses actually and reasonably incurred

                                       17
<PAGE>

by him in connection with such action, suit or proceeding. Where permitted by
applicable law, in connection with any such action, suit or proceeding, the
Company shall advance those attorneys' fees as may be reasonably requested from
time to time by the party to be indemnified.

          Section 10.2  Arising out of Investment in the Company.  To the full
                        ----------------------------------------
extent permitted by law, the Company will indemnify any shareholder, director,
officer, employee or agent of the Company or his heirs, distributees, next of
kin, successors, appointees, executors, administrators, legal representatives
and assigns who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative by reason of the fact that he was or
is an investor in the Company, against expenses, attorneys' fees, court costs,
judgments, fines, amounts paid in settlement and other losses actually and
reasonably incurred by him in connection with such action, suit or proceeding.
Where permitted by applicable law, in connection with any such action, suit or
proceeding, the Company shall advance those attorneys' fees as may be reasonably
requested from time to time by the party to be indemnified.


                                  SECTION 11.
                                  AMENDMENTS
                                  ----------

          This Agreement, the Certificate of Incorporation and By-Laws of the
Company may only be amended, altered or repealed by a vote of a Super Majority
of the Board and a majority of the issued and outstanding capital stock of the
Company, on an as converted basis; provided, however, that any such amendment of
                                   --------  -------
Sections 2.1(a)(i)(A), (B), (C) and (G), Sections 2.1(b)(i) and (ii), 2.1(c)
(with respect to the representatives appointed by JJDC and the Series F
Shareholders) and Section 2.1(d) hereto which would adversely affect the rights
of the holders of a series of Preferred Stock must also be approved by the
holders of a majority of the shares of such series of Preferred Stock.


                                  SECTION 12.
                              INFORMATION RIGHTS
                              ------------------

          All Original Shareholders will be entitled to copies upon request, of
the following financial and other information:

          (i)  Annual consolidated and consolidating financial statements,
audited by an accounting firm of nationally-recognized standing, within ninety
(90) days of the end of each fiscal year; and

          (ii)  Copies of all reports, proxy statements, registration statements
and notifications, if any, filed with the Securities and Exchange Commission,
within fifteen (15) days of such filing.

                                       18
<PAGE>

                                  SECTION 13.
                                 MISCELLANEOUS
                                 -------------

          Section 13.1  Termination.  This Agreement shall remain in effect
                        -----------
until the earlier to occur of (i) the tenth anniversary of the date hereof; (ii)
with respect to any Shareholder, the date on which such Shareholder no longer
owns any shares of capital stock of the Company; (iii) upon completion of a
public offering for the Company resulting in the conversion of all Preferred
Stock into Common Stock, or (iv) a sale of all or substantially all of the
Company's capital stock or assets, a merger, a consolidation or similar
combination, an exchange, or a sale of assets followed by a liquidation;
provided, however, that Section 10 shall survive for the applicable statute of
--------  -------
limitations period.

          Section 13.2  Definitions.
                        -----------

          "Fair Market Value" shall be the fair market value per Share
determined by a single valuation expert mutually agreed upon by the Company and
any selling Shareholder; provided that if the Company and such selling
                         --------
Shareholder cannot mutually agree on a single valuation expert, such Fair Market
Value shall be determined by the majority vote of (i) a valuation expert
selected by the Company (the "Company Expert"), (ii) a valuation expert selected
by the selling Shareholder (the "Seller Expert") and (iii) a valuation expert
mutually selected by the Company Expert and the Seller Expert; it being
understood and agreed that the aggregate costs related to the engagement of such
valuation expert or valuation experts, as the case may be, shall be borne
equally by the Company and the selling Shareholder.

          "Super Majority" means seven votes by Board members in favor of the
action.

          Section 13.3  Entire Agreement.  This Agreement embodies the entire
                        ----------------
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, whether
written or oral, relating to such subject matter.

          Section 13.4  Notices.  All notices, advice and commitments to be
                        -------
given or otherwise made to any party to this Agreement shall be deemed to be
sufficient if contained in a written instrument given by personal delivery or
telecopier or duly sent by first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at the address
appearing on the records of the Company or such other addresses as may have been
given by such person to the Company for the purposes of notice in accordance
with this subsection.  All such notices, advice and communications shall be
deemed to have been delivered and received (i) in the case of personal delivery
or telecopier, on the date of such delivery and (ii) in the case of mailing, on
the third business day following such mailing.  Notices hereunder may also be
given by e-mail to an e-mail address provided to the Company by any party hereto
or to the Company at jmuldoon@intralinks.com.  Either party may change its e-
mail address by notifying the other party.  E-mail notice shall be deemed to
have been

                                       19
<PAGE>

given twenty-four (24) hours after it has been sent. Notice will not be deemed
given if the sending party receives a notification that the e-mail address of
the intended recipient is invalid or any other notification that indicates that
the e-mail was not received. In addition, the sender of the e-mail notice shall
retain a confirmation of the receipt of the e-mail by the recipient.

          Section 13.5  Governing Law.  This Agreement shall be governed by and
                        -------------
construed in accordance with the laws of the State of New York, without regard
to its conflict of laws provisions.  The parties hereto hereby agree that all
actions and proceedings arising in connection with this Agreement or any
agreement, document or instrument executed in connection herewith shall be tried
and litigated in the state and federal courts located in New York, New York
(other than appeals from those courts that may have to be heard outside of New
York, New York).

          Section 13.6  Benefits of Agreement; Permitted Transferees.  Nothing
                        --------------------------------------------
expressed by or mentioned in this Agreement is intended or shall be construed to
give any person other than the parties hereto and their Permitted Transferees
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained, this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective Permitted Transferees.
Anything in this Agreement to the contrary notwithstanding, any Permitted
Transferee shall be subject to and bound by the terms and conditions of this
Agreement as fully as though such person was a signatory hereto, and shall be
required to execute a joinder to this Agreement.

          Section 13.7  Further Assurances.  Each of the Shareholders agrees
                        ------------------
that during the term of this Agreement such Shareholder will take such
reasonable actions as may be necessary to effect the purposes of this Agreement.

          Section 13.8  Severability.  Any provision hereof prohibited by or
                        ------------
unlawful or unenforceable under any applicable law of any jurisdiction shall as
to such jurisdiction be ineffective without affecting any other provision of
this Agreement.  To the full extent, however, that the provisions of such
applicable law may be waived, they are hereby waived to the end that this
Agreement be deemed to be a valid and binding agreement enforceable in
accordance with its terms.

          Section 13.9  Remedies.  The parties hereto shall have all remedies
                        --------
for breach of this Agreement available to them provided by law or equity.
Without limiting the generality of the foregoing, the parties agree that in
addition to all other rights and remedies available at law or in equity, the
parties shall be entitled to obtain specific performance of the obligations of
each party to this Agreement and immediate injunctive relief and that in the
event any action or proceeding is brought in equity to enforce the same, no
Shareholder will urge, as a defense, that there is an adequate remedy at law.

                                       20
<PAGE>

          Section 13.10.  Counterparts.  This agreement may be executed in
                          ------------
several counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                                       21
<PAGE>

                    [Shareholders' Agreement Signature Page]

          IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as a sealed instrument, all as of the day and year first above
written.


INTRALINKS, INC.


By: ___________________________
    Name:
    Title:


APA EXCELSIOR V PARTNERS, L.P.
By:       APA Excelsior V Partners, L.P.,
          its General Partner
          By:  Patricof & Co. Managers, Inc.,
               its General Partner

By:       _____________________
          Name:
          Title:

P/A FUND III, L.P.
By:       APA Pennsylvania Partners III, L.P.
          By:  Patricof & Co. Managers, Inc.,
               its General Partner

By:       ______________________
          Name:
          Title:


PATRICOF PRIVATE INVESTMENT CLUB II, L.P.
By:       APA Excelsior V Partners, L.P.
          its General partner
          By:  Patricof & Co., Managers, Inc.,
               its General Partner

By:       ______________________
          Name:
          Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


ERNST & YOUNG U.S. LLP


By: _______________________
    Name:
    Title:


CATALYST INVESTMENT (BELGIUM) N.V.


By:        _______________________
          Name:
          Title:


PERSEUS CAPITAL, LLC


By:       _______________________
          Name:
          Title:

EUCLID PARTNERS IV, L.P.

By:       ______________________
          Name:
          Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


_________________________
Sarah Brown-Adams


WALKER BROWN-ADAMS TRUST


By: ____________________
    Name:
    Title:


_________________________
Duncan W. Brown


_________________________
John M. Muldoon


RYAN JOHN MULDOON TRUST


By: ____________________
    Name:
    Title:


ERIC JAMES MULDOON TRUST


By: ____________________
    Name:
    Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


KELLY JEAN MULDOON TRUST


By: ____________________
    Name:
    Title:


_________________________
Arthur B. Sculley


_________________________
David W. Sculley


_________________________
John Sculley



SCULLEY FAMILY TRUST


By: ____________________
    Name:
    Title:


_________________________
Frederick Benjamin


_________________________
Ruth Benjamin
<PAGE>

                    [Shareholders' Agreement Signature Page]


EUGENE A. TOMEI LIVING TRUST


By: ____________________
    Name:
    Title:


_________________________
Cheryl Snyder


_________________________
Robert Lerner


INCLUSIVE VENTURES LLC


By: ____________________
    Name:
    Title:


_________________________
Patrick J. Wack, Jr.



PATRICK J. WACK, JR. FAMILY TRUST


By: ____________________
    Name:
    Title:


_________________________
Isabel M. Espina
<PAGE>

                   [Shareholders' Agreement Signature Page]


VANTAGE VENTURES CV


By: ____________________
    Name:
    Title:


LANDWELL FINANCIAL SERVICES, INC.


By: ____________________
    Name:
    Title:


GREENWICH VENTURES LP


By: ____________________
    Name:
    Title:



JOHN SCULLEY IRREVOCABLE TRUST FOR
THE BENEFIT OF OLIVER ALLNAT


By: ____________________
    Name:
    Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


JOHN SCULLEY IRREVOCABLE TRUST FOR
THE BENEFIT OF MADELINE ALLNAT


By: ____________________
    Name:
    Title:


HULL OVERSEAS, LTD


By: ____________________
    Name:
    Title:


RITA ANGEL, IRA


By: ____________________
    Name:
    Title:


ALL SOULS CHURCH


By: ____________________
    Name:
    Title:


JOSHUA ANGEL, IRA


By: ____________________
    Name:
    Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


C.E. UNTERBERG, TOWBIN, LLC


By: ____________________
    Name:
    Title:


SOLAR GROUP


By: ____________________
    Name:
    Title:


________________________
DEXTER D. FELIPE


________________________
PHYLLIS M. LYNCH


SMART TECHNOLOGY VENTURES, LLC


By: ____________________
    Name:
    Title:


NEW YORK SMALL BUSINESS
VENTURE FUND, LLC


By: ____________________
    Name:
    Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


SCULLEY INVESTMENT LTD.
PARTNERSHIP


By: ____________________
    Name:
    Title:


SCULLEY BROTHERS LLC


By: ____________________
    Name:
    Title:


________________________
David T. Muldoon

________________________
Brian Barker

________________________
Thomas Fredell


JOHNSON & JOHNSON DEVELOPMENT CORPORATION


By: ____________________
    Name:
    Title:


REUTERS HOLDINGS SWITZERLAND S.A.


By: ____________________
    Name:
    Title:
<PAGE>

                    [Shareholders' Agreement Signature Page]


________________________
Younes Nazarian


DAVID & ANGELA NAZARIAN FAMILY TRUST


By: ____________________
    Name:
    Title:


SAM NAZARIAN TRUST


By: ____________________
    Name:
    Title:


SHARON NAZARIAN BARADARAN TRUST


By: ____________________
    Name:
    Title:

BRENDA ELLISON

________________________


THE CHASE MANHATTAN BANK


By: ____________________
    Name:
    Title:
<PAGE>

EUCLID ECORPORATE PARTNERS, L.P.

By: _______________________
    Name:
    Title:
<PAGE>

                                 Schedule I
                                 ----------

                         List of Original Shareholders
                         -----------------------------

<TABLE>
<CAPTION>
Name/Type                                            Common Shares Held       Series A Shares Held
---------                                            ------------------       --------------------

Management Shareholders
-----------------------
<S>                                              <C>                         <C>
Sarah Brown-Adams                                            287,850                        0
Walker Brown-Adams Trust                                      14,650                        0
John M. Muldoon                                              292,000                        0
Kelly Jean Muldoon Trust                                       5,000                        0
Ryan John Muldoon Trust                                        5,000                        0
Eric James Muldoon Trust                                       5,000                        0
Patrick J. Wack, Jr.                                         150,000                        0
Patrick J. Wack, Jr. Family Trust                              5,250                   15,000

Non-Management Shareholders
---------------------------
Arthur B. Sculley                                            190,097                   45,000
Cheryl Snyder                                                 84,500                        0
Robert Lerner                                                      0                   15,000
Inclusive Ventures, LLC                                            0                   22,500
Greenwich Ventures L.P.                                            0                   55,916
Vantage Ventures CV                                                0                   19,084
Landwell Financial Services, Inc                              30,000                        0
Duncan W. Brown                                               31,500                   60,000
Frederick and Ruth Benjamin                                        0                   30,000
Eugene A. Tomei Living Trust                                       0                   30,000
David W. Sculley                                                   0                   45,000
John Sculley                                                       0                   45,000
Sculley Family Trust                                          14,650                        0
Sculley Brothers LLC                                          50,000                        0
Isabel M. Espina                                               3,003                        0
Dexter D. Felipe                                                 500                        0
All Souls Church                                               2,000                        0
David Muldoon                                                  1,000                        0
Phyllis M. Lynch                                               2,000                        0
Belinda Ellison                                                1,000
Brian Barker                                                  43,584                        0
Thomas Fredell                                                43,584                        0
--------------                                             ---------                  -------
TOTAL                                                      1,262,168                  382,500
</TABLE>
<PAGE>

                                  Schedule II
                                  -----------


                         List of Series B Shareholders
                         -----------------------------

<TABLE>
<CAPTION>
                                                                       No. of Shares of
Shareholder                                                            Series B Preferred
-----------                                                                 Stock
                                                                            -----
<S>                                                                        <C>
Euclid Partners IV, L.P.                                                   312,092
Perseus Capital, LLC                                                       234,070
Catalyst Investment (Belgium) N.V.                                          78,023
John Sculley                                                                97,061
Sculley Brothers LLC                                                        23,407
Eugene A. Tomei Living Trust                                                 6,242
Frederick A. Benjamin and Ruth Lohr-Benjamin                                 1,560
Duncan Brown                                                                 7,802
Robert Lerner                                                                7,802
Sculley Investment Ltd. Partnership                                         10,143
John Sculley Irrevocable Trust for the Benefit of Madeline Allnatt           1,014
John Sculley Irrevocable Trust for the Benefit of Oliver Allnatt             1,014
----------------------------------------------------------------             -----

Total                                                                      780,230
</TABLE>
<PAGE>

                                 Schedule III
                                 ------------


                                 List of Series C Shareholders
                                 -----------------------------

<TABLE>
<CAPTION>

Shareholder                                No. of Shares of Series C
-----------                                   Preferred Stock
                                           -------------------------
<S>                                            <C>
Duncan W. Brown                                15,385
Sculley Brothers LLC                           46,154
Eugene A. Tomei Living Trust                   15,385
Euclid Partners IV, L.P.                       153,846
Perseus Capital LLC                            76,923
Catalyst Investments (Belgium) N.V.            461,537
P/A Fund III, LP                               246,154
Patricof Private Investment Club II, LP        13,662
APA Excelsior V, LP                            1,124,800
Solar Group                                    46,154
Smart Technology Ventures LLC                  38,462
Hull Overseas, Ltd.                            11,538
Rita Angel, IRA                                23,077
Joshua Angel, IRA                              23,077
New York Small Business Venture Fund, LLC      153,846
C.E. Unterberg, Towbin, LLC                    50,000
---------------------------                    ------

Total:                                         2,500,000

</TABLE>
<PAGE>

                                 Schedule IV
                                 -----------


                                 List of Series D Shareholders
                                 -----------------------------

<TABLE>
<CAPTION>
                                              No. of Shares of
Shareholder                                   Series D Preferred Stock
-----------                                   ------------------------
<S>                                            <C>
Ernst & Young U.S. LLP                      1,320,000
Duncan W. Brown                                   985
Sculley Brothers LLC                            2,954
Eugene A. Tomei Living Trust                      985
Euclid Partners IV LP                           9,846
Perseus Capital LLC                             4,923
Catalyst Investments (Belgium) N.V.            29,538
P/A Fund III, LP                               15,754
Patricof Private Investment Club II, LP           874
APA Excelsior V, LP                            71,987
Solar Group                                     2,954
Smart Technology Ventures LLC                   2,462
Hull Overseas, Ltd.                               738
Rita Angel, IRA                                 1,477
Joshua Angel, IRA                               1,477
New York Small Business Venture Fund, LLC       9,846
C.E. Unterberg, Towbin, LLC                     3,200
---------------------------                     -----

Total:                                      1,480,000

</TABLE>

<PAGE>

                                 Schedule V
                                 ----------


                         List of Series E Shareholders
                         -----------------------------

<TABLE>
<CAPTION>
                                                  No. of Shares of
Shareholder                                       Series E Preferred Stock
-----------                                       ------------------------
<S>                                               <C>

APA Excelsior V, L.P.                             194,581
Catalyst Investments (Belgium) N.V.                38,462
Eugene A. Tomei Living Trust                        1,165
Frederick and Ruth Lohr-Benjamin                    1,154
Johnson & Johnson Development Corporation         230,769
New York Small Business Venture Fund, LLC         107,811
P/A Fund III, LP                                   42,583
Patricof Private Investment Club II, LP             2,363
Reuters Holdings Switzerland SA                   384,615
Younes Nazarian                                    23,077
David and Angella Nazarian Family Trust            15,385
Sam Nazarian Trust                                  7,692
Sharon Nazarian Baradaran Trust                     7,692
Solar Group                                        11,541
-----------

Total                                           1,068,890

</TABLE>
<PAGE>

                                  Schedule VI
                                  -----------


                         List of Series F Shareholders
                         -----------------------------

<TABLE>
<CAPTION>

Shareholder                           No. of Shares of Series F Preferred Stock
-----------                           ------------------------------------------
<S>                                  <C>

The Chase Manhattan Corporation       588,236
Euclid Ecorporate Partners, L.P.      294,118
Total:                                882,354

</TABLE>