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AGREEMENT
THIS AGREEMENT, dated as of December __, 1998 (this "Agreement"),
is made by and among The Xxxxxx Group Inc., a British Columbia, Canada
corporation ("Xxxxxx"), and TMI-FW, Inc., a Texas corporation, and Xxxxxx X.
Xxxxxx (collectively, the "Shareholders").
WHEREAS, the Shareholders currently beneficially own, in the
aggregate, approximately 9.6% of Xxxxxx'x outstanding Common shares, without par
value (the "Common Shares");
WHEREAS, in response to the request of the Shareholders, Xxxxxx
has added Xxxxxx X. Xxxxxx to the Board of Directors of Xxxxxx for a term
expiring at Xxxxxx'x Annual General Meeting to be held in 2001;
NOW, THEREFORE, in consideration of the covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xxxxxx and the Shareholders agree
as follows:
1. Standstill Agreement. During the period beginning on the date
of this Agreement and ending on the next business day following Xxxxxx'x Annual
General Meeting Of Shareholders in 1999 (the "Term"), except as specifically
requested in writing by Xxxxxx, neither the Shareholders, in their capacity as
shareholders of Xxxxxx, nor any of their respective Representatives or
affiliates will, directly or indirectly, (a) make, or in any way participate in,
any solicitation of proxies (including by the execution of action by written
consent) with respect to any securities of Xxxxxx entitled to be voted generally
in the election of directors, including Common Shares ("Voting Securities"), (b)
become a participant in any election contest with respect to Xxxxxx or nominate
candidates for election or appointment as Directors of Xxxxxx, (c) seek to
influence any person with respect to the voting of any Voting Securities, (d)
form or join any "group" or in any way participate in any "group", other than
the group in which the Shareholders participate on the date of this Agreement,
with respect to any Voting Securities, (e) propose any matter for submission to
a vote of shareholders of Xxxxxx or seek to convene a special meeting of the
shareholders of Xxxxxx, or (f) publicly disclose or announce any intention, plan
or arrangement inconsistent with the foregoing. The Shareholders also agree
that, during the Term, neither they nor any of their Representatives or
affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or
waive any provision of this paragraph (including this sentence) or (2) otherwise
consent to any action inconsistent with any provision of this paragraph
(including this sentence), or (ii) take any initiative with respect to Xxxxxx
that could reasonably be expected to require Xxxxxx to make a public
announcement regarding (1) such initiative or (2) any of the activities referred
to in this paragraph.
2. General Provisions. This Agreement, any amendment to this
Agreement, or any waiver of rights or any notice or consent hereunder will be
operative for purposes of this Agreement only if it is in writing and is signed
by the party against whom enforcement is sought. This Agreement may be executed
in multiple counterparts, each of which will be deemed an original for all
purposes and all of which will constitute a single instrument. Each of the
parties
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acknowledges that the other parties may be irreparably injured by any violation
of the terms of this Agreement; accordingly, any party alleging a violation will
be entitled to seek specific performance and injunctive relief as remedies for
any violation, in addition to all other remedies available at law or equity. No
failure or delay by Xxxxxx in exercising any right under this Agreement will
operate as a waiver of such right. This Agreement will be governed by and
construed in accordance with the laws of the Province of British Columbia,
Canada, without giving effect to the principles of conflict of laws thereof.
3. Certain Definitions. As used in this Agreement, (a) the terms
"affiliate," "beneficially own," "election contest," "group," "participant,"
"person," "proxy," "security," and "solicitation" (and the plurals thereof) will
be ascribed a meaning no less broad than the broadest definition or meaning of
such terms under the United States Securities Exchange Act of 1934, as amended,
or the Securities Act (British Columbia) and the respective rules and
regulations promulgated thereunder and (b) any director, officer, employee,
agent, lender, partner or representative of a party, including, without
limitation, any accountant, consultant, attorney or financial advisor engaged by
any party, is herein referred to as a "Representative" of such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by its duly authorized officers under seal as of the day and year
first above written.
THE XXXXXX GROUP INC.
By:
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Name:
Title:
TMI-FW, INC.
By:
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Name:
Title:
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XXXXXX X. XXXXXX
