SHAREHOLDER AGREEMENT
BETWEEN
AVANTOR ASA AND XXXX RGI ASA
This agreement has reference to the following existing agreements:
- Agreement between RGI Real Estate, Inc. and Avantor International AS of 3
July 1995
- Xxxxxxxx Xx.0 to Agreement between RGI Real Estate, Inc. and Avantor
International AS of June 1996
Avantor ASA has the right, through Avantor International (Avantor Int'l) to
exchange its equity interest in RGI Holdings, Inc. for shares in Legend
Properties, Inc. (formerly Banyan Mortgage Investment Fund). In this context,
the parties agree the following:
1. The option period for converting to Legend shares will be increased by
one year to 31 December 1999.
2. If Avantor Int'l exercises its option during this period, Avantor Int'l
undertakes not to distribute on or sell such shares before the end of the
option period without the consent of Xxxx RGI. If Xxxx RGI (or
companies owned by Xxxx RGI) sells shares in Legend during the option
period, Avantor Int'l has the right to include its shares
proportionally (in relation to the number of shares owned) in such a sale.
3 If Avantor Int'l, after having exercised the option, and for as long as
the option shares are owned by Avantor (or its wholly-owned subsidiaries),
wishes to nominate a representative to the board of directors of
Legend, Xxxx RGI will vote in favor of this. Avantor Int'l accepts that
such nomination will not be made at the expense of the seats of Storetvedt
and Xxxxxx on the board.
Oslo, den 7/4/97
/s/ /s/
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Avantor XXX Xxxx RGI ASA
