FIRST AMENDMENT TO
INVESTOR RIGHTS AGREEMENT
THIS FIRST AMENDMENT is entered into as of the 31st day of December
1999 (this "AMENDMENT"), by and among SIMULA, INC., an Arizona corporation (the
"COMPANY"), XXXXXX XXXXXXXXX CAPITAL PARTNERS II, L.P., a California limited
partnership ("LLCP"), and XXXXXXX X. XXXXXXXXXX ("DESJARDINS"), XXXXXX X.
XXXXXXXX ("Xxxxxxxx"), XXXXX X. XXXXXXXX ("XXXXXXXX") and XXXXXXX X. XXXXX
("XXXXX" and, together with Desjardins, Xxxxxxxx and Xxxxxxxx, the "PRINCIPAL
SHAREHOLDERS").
R E C I T A L S
A. The parties have entered into the Investor Rights Agreement dated as
of December 31, 1999 (the "INVESTOR RIGHTS AGREEMENT"), pursuant to which, among
other things, the Company and the Principal Shareholders granted certain
investment monitoring, voting and other rights to the Purchaser as more fully
set forth therein. Unless otherwise indicated, all capitalized terms used and
not otherwise defined herein have the meanings set forth in the Investor Rights
Agreement.
B. The parties wish to amend clause (b) of Section 6.11 (Principal
Shareholders) of the Investor Rights Agreement to identify and clarify the
provisions in the Investor Rights Agreement to which the Principal Shareholders
have agreed to be bound in their personal capacities.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and provisions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. AMENDMENT OF SECTION 6.11(b). Clause (b) (Capacities) of Section
6.11(Principal Shareholders) of the Investor Rights Agreement is hereby amended
by deleting such Section in its entirety and replacing it with the following:
"(b) CAPACITIES. Notwithstanding anything to the contrary
contained in this Agreement, the parties acknowledge that the Principal
Shareholders have signed this Agreement in their individual capacities, and
not as representatives of the Company, for the purposes of SECTION 1.1,
SECTION 1.4 (to the
extent that such Section relates to the obligations of the Principal
Shareholders under SECTION 1.1), SECTION 3 and SECTION 6, for the purposes
of making the representations and warranties set forth in SECTION 6.11(a),
and no Principal Shareholder shall have any personal liability under any
other provisions contained herein."
2. INCORPORATION OF SECTION 6 (MISCELLANEOUS). The provisions in
Sections 6 (Miscellaneous) of the Investor Rights Agreement are hereby
incorporated herein by this reference, to the extent applicable.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by facsimile, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.
4. FULL FORCE AND EFFECT. This Amendment amends the Investor Rights
Agreement on and as of December 31, 1999, and the Investor Rights Agreement
shall remain in full force and effect as amended hereby. The Investor Rights
Agreement, as amended hereby, is hereby ratified and affirmed by the parties in
all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment, or have
caused this Amendment to be executed and delivered by their duly authorized
representatives, as of the date first written above.
COMPANY
SIMULA, INC., an Arizona corporation
By:
-----------------------------------
Xxxxx X. Xxxx
Executive Vice President and Chief
Financial Officer
By:
-----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
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LLCP
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XXXXXX XXXXXXXXX CAPITAL PARTNERS II,
L.P., a California limited partnership
By: LLCP California Equity Partners II, L.P., a California
limited partnership, its General Partner
By: Xxxxxx Xxxxxxxxx Capital Partners, Inc., a
California corporation, its General Partner
By:
--------------------------------------
Xxxxxx X. Xxxxxx
President
PRINCIPAL SHAREHOLDERS
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Xxxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxx
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