NEW SHAREHOLDER. This Agreement shall be executed by HRHCO and by any Person who shall from time to time become a Shareholder by signing a counterpart hereof in accordance with Schedule 7.3 annexed hereto. Each of such counterparts so executed shall be deemed to be an original and such counterparts together with this Agreement shall constitute one and the same instrument. No Personal shall become a Shareholder without first having executed a counterpart hereof in accordance with Schedule 7.3 annexed hereto.
NEW SHAREHOLDER. Notwithstanding any other provision of this Agreement, any new shareholder of the Company who is not already a party to this Agreement shall, not later than the time it becomes a shareholder of the Company, become a party to this Agreement and the related Transaction Documents, and have the rights and obligations hereunder and thereunder, by executing and delivering to the Company and other shareholders of the Company such an executed deed of adherence to this Agreement and all the related Transaction Documents, each such new shareholder shall then be bound by this Agreement, and shall adhere to and be bound by all the duties, burdens and obligations of a shareholder holding the same class of shares as the shares imposed pursuant to the provisions of this Agreement, the Memorandum and Articles and all documents expressed in writing to be supplemental or ancillary thereto as if the new shareholder had been an original party to this Agreement since the date hereof.
NEW SHAREHOLDER. Signature ----------------------------------------- Spouse of New Shareholder COMPANY: MONITRONICS INTERNATIONAL, INC. By: ------------------------------------- Title: *In each case where the New Shareholder is a transferee of Company Securities from a party to the Shareholders Agreement, based upon the type of Company Security the New Shareholder has acquired, the New Shareholder shall be deemed either a Preferred Holder, a Warrant Holder and/or a Common Shareholder with respect to each such Company Security. In all other cases, the New Shareholder shall be deemed a Common Shareholder. SCHEDULE OF PREFERRED HOLDERS Austin Ventures III-A, X.X. Xxxxxx Ventures III-B, X.X. Xxxxxx Ventures V, X.X. Xxxxxx Ventures V Affiliates Fund, L.P. 000 Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxxxxx X. Xxxxxx Capital Resource Lenders II, L.P. c/o Capital Resource Partners 00 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxxxxxx X. Xxxxx Windward Capital Partners II, L.P. Windward Capital X.X. XX, LLC 0000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxxxx X. Xxxxxxxxx XXXX Partners IV, X.X. XXXX Investment Partnership, L.P. 00 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxx Xxxxxxxx SCHEDULE OF WARRANT HOLDERS Capital Resource Lenders II, L.P. c/o Capital Resource Partners 00 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxxxxxx X. Xxxxx Austin Ventures III-A, X.X. Xxxxxx Ventures III-B, X.X. Xxxxxx Ventures V, X.X. Xxxxxx Ventures V Affiliates Fund, L.P. 000 Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xxxxxx X. Xxxxxx The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Securities Department SCHEDULE OF COMMON SHAREHOLDERS
NEW SHAREHOLDER s/ Sol Xxxxxxx --------------------------------------------- Sol Xxxxxxx, Xxustee, The Zechter Family Trust dated July 18, 1985 THE FOUNDERS: /s/ Fred Xxx --------------------------------------------- Fred Xxx, Xx-Trustee, The Cox Living Trust dtd 5/26/88 /s/ Sol Xxxxxxx --------------------------------------------- Sol Xxxxxxx, Xxustee, The Zechter Family Trust dated July 18, 1985
NEW SHAREHOLDER. Signature ---------------------------------------- Spouse of New Shareholder COMPANY: Monitronics International, Inc. By: ------------------------------------ Title:
NEW SHAREHOLDER. Signature ---------------------------------------- Spouse of New Shareholder COMPANY: Monitronics International, Inc. By: ------------------------------------ Title: EXHIBIT A TO SHAREHOLDERS AGREEMENT INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is executed on and entered into as of --, (the "Effective Date") by and between ------------ ----- Monitronics International, Inc., a Texas corporation (the "Company"), and ("Director"). ------------------ The Company is required or permitted under certain circumstances to indemnify directors of the Company against liability incurred by them in such capacities or by reason of occupying such position. The Company desires to have Director serve as a director of the Company, and Director desires to serve, provided that he is indemnified by the Company. This is the Indemnification Agreement referred to in the Second Amended and Restated Shareholders Agreement (the "Shareholders Agreement") entered into on March , 1999 by the Company and the Shareholders named therein. The parties agree as follows:
NEW SHAREHOLDER. Any new shareholder of the Company who is not already a party to this Contract shall, not later than the time that it becomes a shareholder of the Company, enter into the amended and restated equity joint venture contract with respect to the Company or amendment to this Contract (as applicable) with all of the other then-existing shareholders of the Company, provided that such amended and restated joint venture contract or amendment (as applicable) shall not substantively change the terms and conditions hereof or affect the purposes hereunder, including without limitation the then-existing shareholders’ rights and obligations contemplated hereunder, in each case without the written consent of each then-existing shareholder of the Company (which consent may be withheld in the sole discretion of each such then-existing shareholder).
NEW SHAREHOLDER. Without prejudice to Article 21, the Parties agree that any person or entity acquiring Shares, other than pursuant to a Transfer which constitutes a Deemed Liquidation, but including pursuant to a share capital increase or a conversion, shall be required before being registered as a Shareholder, to execute this Agreement by a deed of accession in the form attached as Exhibit 3 or an adapted version of it, and shall thereby become a new Party to this Agreement and to be subject to all its terms and conditions. Subject to the terms and conditions of this Agreement and the Articles of Incorporation, the Parties accept any such person or entity as a Party.
NEW SHAREHOLDER. Except as otherwise decided by a Qualified Majority for specific individuals such as scientific advisors, the Shareholders shall cause any person acquiring any Share in accordance with the terms hereof, or being issued Shares, to sign this Agreement or an adapted version of it, or a deed of accession in substantially the form and substance as set forth in Exhibit 3, and to become a new Party to this Agreement or such an adapted version of it and to be subject to all its terms and conditions, as well as, if and where applicable, to all terms and conditions of the Investment Agreement.
NEW SHAREHOLDER. 15.2 The Company shall not issue shares to any person or (legal) entity not being a party to this Agreement, unless such person or (legal) entity shall execute and acknowledge the terms hereof and agree to be bound hereby.
