Exhibit 4.3

022001

SELLING SHAREHOLDER AGREEMENT

             AGREEMENT by and among Summus, Inc. (USA), a Florida corporation (the “Company”),  and the holder of the Company’s Common Stock whose name is set forth on the  signature page to this Agreement (“Selling Shareholder”).

W I T N E S S E T H:

            WHEREAS,  the Company has sold shares of its Common Stock to the Selling Shareholder  under a Subscription Agreement dated **[Enter date]**(the “Subscription  Agreement”); and

            WHEREAS,  in connection with the Subscription Agreement and Warrant to Purchase Shares  of Common Stock dated the date hereof (the “Warrant”), the Company intends  to register certain shares of the Company’s Common Stock and the Selling  Shareholder desires that the Company register certain shares, as set forth on  Schedule 1 hereto, of the Company’s Common Stock held or to be held by  Selling Shareholder (the “Shares”) in such registration; and

            NOW  THEREFORE, in consideration of the premises and the mutual terms and  provisions hereof, the parties hereto hereby agree as follows:

             1.         Definitions.   For purposes of this Agreement, the following terms shall have the following  respective meanings:

             (a)        “Act” shall mean the  Securities Act of 1933, as amended, or any similar federal statute enacted  hereafter, and the rules and regulations of the Commission thereunder, all as  the same shall be in effect from time to time.

             (b)        “Commission” shall mean the  Securities and Exchange Commission or any other federal agency at the time  administering the Act.

             (c)        The terms “register,” “registered”  and “registration” refer to a registration effected by preparing and  filing a registration statement in compliance with the Act and the declaration  or ordering of effectiveness of such registration statement by the Commission.

             2.         Registration.   The Company shall register the Shares set forth on Schedule 1 pursuant to a  registration statement on Form S-1 covering the resale of certain shares of  the Company’s Common Stock and that the Company is in the process of filing.  The Selling Shareholder acknowledges and understands that: (i) the Company  shall register only the Shares as set forth on Schedule 1 hereto in  fulfillment of its obligations to register the Selling Shareholder’s  securities under this Agreement or any agreement; and (ii) the Company shall  be under no additional obligation to register any other securities of the  Company held by Selling Shareholder, including, without limitation, options or  other rights of the Selling Shareholder to acquire securities of the Company.

 

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             3.         Furnish Information.   The Selling Shareholder shall furnish to the Company such information  regarding Selling Shareholder, Selling Shareholder’s officers, directors,  shareholders, family members, and affiliates, as applicable, the Shares and  the intended method of disposition of the Shares as the Company shall  reasonably request and as shall be required in connection with the action to  be taken by the Company. 

             4.         Suspension of  Disposition of Shares.  Selling Shareholder agrees that, upon receipt  of any notice from the Company, of (a) the happening of any event as a result  of which the prospectus included in such registration statement contains an  untrue statement of a material fact or omits any fact necessary to make the  statements therein not misleading, (b) any requests by the Commission for  amendments or supplements to the registration statement or the prospectus or  for additional information, (c) the issuance of any stop order suspending the  effectiveness of the registration statement, (d) the information in the  registration statement no longer being sufficient to permit continued sales  under the registration statement, or (e) the receipt by the Company of any  notification with respect to the suspension of the qualification of the Shares  for sale in any jurisdiction, Selling Shareholder will forthwith discontinue  disposition of the Shares until the Company notifies the Selling Shareholder  in writing that sales of Shares may continue.  If so directed by the  Company, such Selling Shareholder will deliver to the Company (at the expense  of the Company) all copies, other than permanent file copies then in such  Selling Shareholder’s possession, of the prospectus covering such Shares  current at the time of receipt of such notice.

             5.         Expenses of Registration.   All reasonable expenses, other than underwriting discounts and commissions,  incurred in connection with registrations, filings or qualifications pursuant  to Section 2, including, without limitation, all registration, listing and  qualification fees, printers and accounting fees and the fees and  disbursements of counsel for the Company shall be borne by the Company.   The Selling Shareholder shall bear the fees and disbursements of its own  counsel.

             6.         Limitation of the  Company’s Obligations.  The Company shall not be obligated under  this Agreement to register or include in any registration Shares that Selling  Shareholder has requested to be registered if the Company shall furnish  Selling Shareholder with a written opinion of counsel reasonably satisfactory  to Selling Shareholder, that all Shares that Selling Shareholder holds may be  publicly offered, sold and distributed without registration under the Act  pursuant to Rule 144 promulgated by the Commission under the Act without  restriction as to the amount of securities that can be sold.

             7.         Indemnification.

                         (a)        Except in the case of a sale by  Selling Shareholder in violation of Section 4 hereof, the Company agrees to  indemnify and hold harmless Selling Shareholder, its directors, its officers  and each person, if any, who controls any Selling Shareholder within the  meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and  against any and all losses, claims, damages, liabilities and judgments  (including, without limitation, any reasonable legal or

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other expenses  incurred in connection with investigating or defending any matter, including  any action, that could give rise to any such losses, claims, damages,  liabilities or judgments) caused by any untrue statement or alleged untrue  statement of a material fact contained in the registration statement filed by  the Company pursuant to Section 2, including any preliminary prospectus or  final prospectus contained therein (or any amendment thereto), or caused by  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  except insofar as such losses, claims, damages, liabilities or judgments are  caused by any such untrue statement or omission or alleged untrue statement or  omission based upon information relating to any Selling Shareholder furnished  in writing to the Company by such Selling Shareholder expressly for use  therein.

                         (b)        Selling Shareholder agrees to  indemnify and hold harmless the Company, its directors, its officers and each  person, if any, who controls the Company within the meaning of Section 15 of  the Act or Section 20 of the Exchange Act, from and against any and all  losses, claims, damages, liabilities and judgments (including, without  limitation, any legal or other expenses incurred in connection with  investigating or defending any matter, including any action, that could give  rise to any such losses, claims, damages, liabilities or judgments) caused by  any untrue statement or alleged untrue statement of a material fact contained  in the registration statement filed pursuant to Section 2, including any  preliminary prospectus or final prospectus contained therein (or any amendment  thereto), or caused by 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, but only with respect to losses, claims,  damages, liabilities and judgments caused by an untrue statement or omission  or alleged untrue statement or omission based on information relating to such  Selling Shareholder furnished in by or on behalf of such Selling Shareholder  expressly for use in the registration statement filed pursuant to Section 2,  including any preliminary prospectus or final prospectus contained therein (or  any amendment thereto).

                         (c)        In case any action shall be  commenced involving any person in respect of which indemnity may be sought  pursuant to Sections 7(a) and 7(b) (the “Indemnified Party”), the  indemnified party shall promptly notify the person against whom such indemnity  may be sought (the “Indemnifying Party”) in writing and the Indemnifying  Party shall assume the defense of such action, including the employment of  counsel reasonably satisfactory to the Indemnified Party and the payment of  all reasonable fees and expenses of such counsel, as incurred.  Any  Indemnified Party shall have the right to employ separate counsel in any such  action and participate in the defense thereof, but the fees and expenses of  such counsel shall be at the expense of the Indemnified Party unless (i) the  employment of such counsel shall have been specifically authorized in writing  by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to  assume the defense of such action or employ counsel reasonably satisfactory to  the Indemnified Party or (iii) the named parties to any such action (including  any impleaded parties) include both the Indemnified Party and the Indemnifying  Party, and the Indemnified Party shall have been advised by such counsel that  there may be one or more legal defenses available to it which are different  from or additional to those available to the Indemnifying Party (in which case  the Indemnifying Party shall not have the right to assume the defense of such  action on behalf of the Indemnified Party).  In any such case, the  Indemnifying Party shall not, in connection with any one action or separate  but substantially similar or related actions in the same jurisdiction arising  out of

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the same general allegations or circumstances, be liable for (i) the  reasonable fees and expenses of more than one separate firm of attorneys (in  addition to any local counsel) for (x) the Company, its directors, its  officers and all persons, if any, who control the Company within the meaning  of either such Section, and (iii) the reasonable fees and expenses of more  than one separate firm of attorneys (in addition to any local counsel) for the  Selling Shareholders, and all such fees and expenses shall be reimbursed as  they are incurred.  The Indemnifying Party shall indemnify and hold  harmless the Indemnified Party from and against any and all losses, claims,  damages, liabilities and judgments by reason of any settlement of any action (i)  effected with its written consent or (ii) effected without its written consent  if the settlement is entered into more than twenty business days after the  Indemnifying Party shall have received a written request from the Indemnified  Party for reimbursement for the fees and expenses of counsel (in any case  where such fees and expenses are at the expense of the Indemnifying Party)  and, prior to the date of such settlement, the Indemnifying Party shall have  failed to comply with such reimbursement request. No Indemnifying Party shall,  without the prior written consent of the Indemnified Party, effect any  settlement or compromise of, or consent to the entry of judgment with respect  to, any pending or threatened action in respect of which the Indemnified Party  is or could have been a party and indemnity or contribution may be or could  have been sought hereunder by the Indemnified Party, unless such settlement,  compromise or judgment (i) includes an unconditional release of the  Indemnified Party from all liability on claims that are or could have been the  subject matter of such action and (ii) does not include a statement as to or  an admission of fault, culpability or a failure to act, by or on behalf of the  Indemnified Party.

                         (d)        To the extent the  indemnification provided for in this Section 8 is unavailable (other than in  accordance with the terms hereof) to an Indemnified Party or insufficient in  respect of any losses, claims, damages, liabilities or judgments referred to  therein, then each Indemnifying Party, in lieu of indemnifying such  Indemnified Party, shall contribute to the amount paid or payable by such  Indemnified Party as a result of such losses, claims, damages, liabilities and  judgments (i) in such proportion as is appropriate to reflect the relative  benefits received by the Indemnifying Party or parties on the one hand and the  Indemnified Party or parties on the other hand from the offering of the Shares  or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by  applicable law, in such proportion as is appropriate to reflect not only the  relative benefits referred to in clause 7(d)(i) above but also the relative  fault of the Indemnifying Party or parties on the one hand and the Indemnified  Party or parties on the other hand in connection with the statements or  omissions which resulted in such losses, claims, damages, liabilities or  judgments, as well as any other relevant equitable considerations.  The  relative fault of the Company and the Selling Shareholder shall be determined  by reference to, among other things, whether the untrue or alleged untrue  statement of a material fact or the omission or alleged omission to state a  material fact relates to information supplied by the Company or the Selling  Shareholder, and the parties’ relative intent, knowledge, access to  information and opportunity to correct or prevent such statement or  omission.  The amount paid or payable by an Indemnified Party as a result  of the losses, claims, damages, liabilities or judgments referred to in the  immediately preceding paragraph shall be deemed to include, subject to the  limitations set forth above, any reasonable legal or other expenses incurred  by such Indemnified Party in connection with investigating or defending any  matter, including any action, that could have given rise to such losses,  claims, damages, liabilities or judgments.  No person

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guilty of  fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)  shall be entitled to contribution from any person who was not guilty of such  fraudulent misrepresentation. 

                         (e)        The remedies provided for in  this Section 7 are not exclusive and shall not limit any rights or remedies  which may otherwise be available to any Indemnified Party at law or in equity.

             8.         Agreements of the  Selling Shareholder. Selling Shareholder agrees, whether or not the  transactions contemplated in this Agreement are consummated or this Agreement  is terminated, to pay or cause to be paid all reasonable expenses incident to  the performance of the Selling Shareholder’s obligations under this  Agreement, including: (i) the fees, disbursements and expenses of Selling  Shareholder’s counsel in connection with the registration and delivery of  the Shares under the Act, (ii) all costs and expenses related to the transfer  and delivery of the Shares, including any transfer or other taxes payable  thereon, and (iii) all other costs and expenses incident to the performance of  the obligations of the Selling Shareholder hereunder for which provision is  not otherwise made in this Section.  The provisions of this Section shall  not supersede or otherwise affect any separate agreement that the Company and  any Selling Shareholder may have for allocation of such expenses among  themselves.

             9.         Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence,  may be amended, modified or supplemented, and waivers or consents to  departures from the provisions hereof may be given, by written consent of the  Company and the Selling Shareholder.

             10.       Notices. All notices and other  communications provided for or permitted hereunder shall be made in writing by  hand-delivery, registered first-class mall, telex, telecopier, or  air courier guaranteeing overnight delivery:

             (a)        if to Selling Shareholder, at  the most current address given by such Selling Shareholder to the Company in  accordance with the provisions of this Section 10, which address initially  shall be the address given to the Company upon acquisition of the Shares  unless the Selling Shareholder has notified the Company of a change of  address; and

             (b)        if to the Company, initially at  its address set forth below and thereafter at such other address, notice of  which is given in accordance with the provisions of this Section 10:

                                                             Summus, Inc. (USA)                                                             434 Fayetteville Street Mall                                                             Suite 600                                                             Raleigh, North Carolina  27601                                                             Attention: President

            All such  notices and communications shall be deemed to have been duly given: at the  time delivered by hand, if personally delivered; two business days after being  deposited in the mail, postage prepaid, if mailed; when answered back, if  telexed; when receipt acknowledged, if telecopied; and on the next business  day, if timely delivered to an air courier guaranteeing overnight delivery.

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             11.       Counterparts.  This  Agreement may be executed in one or more counterparts, each of which when so  executed shall be deemed to be an original and all of which taken together  shall constitute one and the same agreement.

             12.       Headings.  The headings in  this Agreement are for convenience of reference only and shall not limit or  otherwise affect the meaning hereof.

             13.       Governing Law.  This  Agreement shall be governed by and construed in accordance with the laws of  the State of North Carolina.

             14.       Severability.  In the  event that any one or more of the provisions contained herein, or the  application thereof in any circumstance, is held invalid, illegal or  unenforceable, the validity, legality and enforceability of any such provision  in every other respect and of the remaining provisions contained herein shall  not be affected or impaired thereby.

             15.       Entire Agreement.  This  Agreement, in conjunction with the Subscription Agreement, is intended by the  parties as a final expression of their agreement and intended to be a complete  and exclusive statement of the agreement and understanding of the parties  hereto in respect of the subject matter contained herein.  There are no  restrictions, promises, warranties or undertakings, other than those set forth  or referred to herein with respect to the registration rights granted by the  Company with respect to the Shares.  This Agreement supersedes all prior  agreements and understandings between the parties with respect to registration  of the Shares.  Nothing in this Agreement shall preclude the Company from  entering into any other agreement having the same or different terms with any  holder of the Company’s securities or any third party with respect to  registration rights or related matters.

             16.       Parties Benefited.  Nothing in this Agreement, express or implied, is intended to confer upon any  third party any rights, remedies, obligations or liabilities.

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             IN  WITNESS WHEREOF, the parties have executed this Agreement as of the date first  above written.

 

|   | Summus, Inc. (USA)                 |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:_______________________________ |
|   | **Björn Jawerth**             |
|   | **Chief Executive Officer**        |
|   |                               |
|   | SELLING STOCKHOLDER:               |
|   |                               |
|   | _________________________________  |
|   | **[Enter shareholders name]**      |

** **

 

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**SCHEDULE 1**

**SHARES TO BE REGISTERED**

 

| **[Enter no. of common shares]** | shares of Common Stock of the Company.                                                |
|----------------------------------|---------------------------------------------------------------------------------------|
|                             |                                                                                  |
|                             |                                                                                  |
| **[Enter no. of warrants]**      | shares of Common Stock of the Company pursuant to the exercise of the        Warrant. |