SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN CE FRANKLIN LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA as Rights AgentShareholder Rights Plan Agreement • April 20th, 2012 • Ce Franklin LTD • Wholesale-industrial machinery & equipment • Alberta
BETWEEN: CE FRANKLIN LTD., 1800, 635 8th Avenue S.W., Calgary, Alberta T2P 3M3 (the "Corporation") AND: COMPUTERSHARE TRUST COMPANY OF CANADA, 600, 530 - 8th Avenue S.W., Calgary, AB T2P 3S8 (the "Rights Agent")
SUPPORT AGREEMENT [Director and Officer Form]Support Agreement • June 12th, 2012 • Ce Franklin LTD • Wholesale-industrial machinery & equipment • Alberta
WHEREAS CE Franklin Ltd. ("Targetco"), Purchaser and NOV Distribution Services ULC ("Acquisitionco") have entered into an agreement dated the date hereof (as in force on the date hereof, the "Arrangement Agreement") providing for a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) (the "ABCA"), pursuant to which, among other things, Purchaser will indirectly acquire all of the outstanding commons shares of Targetco for cash consideration of C$12.75 for each common share of Targetco;
ARRANGEMENT AGREEMENT Between NOCL HOLDING B.V. and NOV DISTRIBUTION SERVICES ULC and DRECO ENERGY SERVICES ULC and CE FRANKLIN LTD. May 30, 2012Arrangement Agreement • June 12th, 2012 • Ce Franklin LTD • Wholesale-industrial machinery & equipment • Alberta
NOCL HOLDING B.V., a Dutch private company with limited liability, having its corporate seat in Etten-Leur, the Netherlands (the "Purchaser")
DISCLOSURE LETTERDisclosure Letter • June 12th, 2012 • Ce Franklin LTD • Wholesale-industrial machinery & equipment
This document together with the attached, constitutes CE Franklin’s Disclosure Letter referred to and defined in the arrangement agreement (the "Arrangement Agreement") between CE Franklin and Purchaser dated as of the date hereof.
SUPPORT AGREEMENT FOR NON-MANAGEMENT SHAREHOLDERSSupport Agreement for Non-Management Shareholders • June 12th, 2012 • Ce Franklin LTD • Wholesale-industrial machinery & equipment • Alberta
WHEREAS Targetco Ltd. ("Targetco"), Purchaser and Acquisitionco have entered into an agreement (the "Arrangement Agreement") providing for a plan of arrangement under the Business Corporations Act (Alberta) (the "ABCA"), pursuant to which, among other things, Purchaser will indirectly acquire Targetco as set out therein (the "Arrangement");
