Common use of Stock Certificates; Share Registry Clause in Contracts

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of a certified copy of the Company's share register maintained by Xxxxxxx Management (Bermuda) Ltd. reflecting the Share ownership by SOF and PEWC, respectively. Any share certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' Agreement: "THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED MARCH __, 2009, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("APWC") AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' AGREEMENT." The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' Agreement.

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' ’ Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of a certified copy of the Company's ’s share register maintained by Xxxxxxx Management (Bermuda) Ltd. reflecting the Share ownership by SOF and PEWC, respectively. Any share certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' ’ Agreement: "“THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("“TRANSFERRED"”) UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' ’ AGREEMENT, DATED MARCH ___, 2009, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("“APWC"”) AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' ’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' ’ AGREEMENT." The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' Agreement.”

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' ’ Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of (i) certificate(s) and/or book entry Shares representing the 2,766,154 Shares Owned by SOF and the 7,664,615 Shares Owned by PEWC as reasonably requested by SOF and PEWC, respectively and (ii) a certified copy of the Company's ’s share register maintained by Xxxxxxx Rxxx Management (Bermuda) Ltd. Limited reflecting the foregoing Share ownership by SOF and PEWC, respectively. Any share The Parties agree to use reasonable best efforts to cooperate in providing the transfer agent with all documents reasonably necessary for delivery of such certificates. The certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the first legend listed below and the certificate(s) issued to PEWC shall contain both of the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' Agreementbelow: "“THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("“TRANSFERRED"”) UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' ’ AGREEMENT, DATED MARCH __JUNE 28, 20092007, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("“APWC"”) AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' ’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' ’ AGREEMENT." ” In addition, contemporaneous with the execution of this Shareholders’ Agreement, PEWC shall return all certificates representing Shares beneficially Owned by it that are represented by certificates to the Company and the Company shall issue substitute certificates that comply with this Section 8.1. The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' ’ Agreement. Any share certificates issued to transferees of SOF and PEWC shall contain the above legends to the extent appropriate in accordance with the other terms of this Shareholders Agreement.

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of a certified copy of the Company's share register maintained by Xxxxxxx Axxxxxx Management (Bermuda) Ltd. reflecting the Share ownership by SOF and PEWC, respectively. Any share certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' Agreement: "THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("TRANSFERRED") UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED MARCH __, 2009, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("APWC") AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' AGREEMENT." The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' Agreement.

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' ’ Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of a certified copy of the Company's ’s share register maintained by Xxxxxxx Management (Bermuda) Ltd. reflecting the Share ownership by SOF and PEWC, respectively. Any share certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' ’ Agreement: "“THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("“TRANSFERRED"”) UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' ’ AGREEMENT, DATED MARCH ___, 2009, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("“APWC"”) AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' ’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' ’ AGREEMENT." ” The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' ’ Agreement.

Stock Certificates; Share Registry. (a) As promptly as practicable after the simultaneous closings of the Stock Purchase Agreement and this Shareholders' ’ Agreement, the Company shall cause the delivery to SOF and PEWC, respectively, of (i) certificate(s) and/or book entry Shares representing the 2,766,154 Shares Owned by SOF and the 7,664,615 Shares Owned by PEWC as reasonably requested by SOF and PEWC, respectively and (ii) a certified copy of the Company's ’s share register maintained by Xxxxxxx Xxxx Management (Bermuda) Ltd. Limited reflecting the foregoing Share ownership by SOF and PEWC, respectively. Any share The Parties agree to use reasonable best efforts to cooperate in providing the transfer agent with all documents reasonably necessary for delivery of such certificates. The certificate(s) issued to SOF or PEWC, or any transferees thereof, shall contain the first legend listed below and the certificate(s) issued to PEWC shall contain both of the legends listed below to the extent appropriate and in accordance with the terms of this Shareholders' Agreementbelow: "“THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ("“TRANSFERRED"”) UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE AMENDED AND RESTATED SHAREHOLDERS' ’ AGREEMENT, DATED MARCH __JUNE 28, 20092007, BETWEEN ASIA PACIFIC WIRE AND CABLE CORPORATION, LIMITED ("“APWC"”) AND CERTAIN SHAREHOLDERS, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF APWC AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST TO APWC. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS' ’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST APWC TO REGISTER THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDERS' ’ AGREEMENT." ” In addition, contemporaneous with the execution of this Shareholders’ Agreement, PEWC shall return all certificates representing Shares beneficially Owned by it that are represented by certificates to the Company and the Company shall issue substitute certificates that comply with this Section 8.1. The legend(s) on each certificate may be modified from time to time by the Board of Directors to comply with applicable law and/or this Shareholders' ’ Agreement. Any share certificates issued to transferees of SOF and PEWC shall contain the above legends to the extent appropriate in accordance with the other terms of this Shareholders Agreement.