INTER-SHAREHOLDER AGREEMENT
DATED AS OF DECEMBER 17, 2004
BETWEEN
ELEPHANT & CASTLE GROUP INC.
- AND -
GE INVESTMENT PRIVATE PLACEMENT PARTNERS II,
A LIMITED PARTNERSHIP
- AND -
CROWN LIFE INSURANCE COMPANY
- AND -
XXXXXXX XXXXXX
- AND -
XXXXX XXXXXX
- AND -
XXXXX XXXXXX
TABLE OF CONTENTS
ARTICLE 1 : Interpretation..............................................................................2
1.1 Definitions...........................................................................2
1.2 Privity...............................................................................4
1.3 Currency..............................................................................4
1.4 Accounting Terms......................................................................4
ARTICLE 2 : Shareholders................................................................................4
2.1 No Status Created.....................................................................4
2.2 Representations and Warranties........................................................4
ARTICLE 3 : Governance of the Company...................................................................5
3.1 Nomination to Board of Directors......................................................5
3.2 Vacancies on the Board of Directors...................................................5
3.3 Non-Arm's Length Transactions.........................................................6
ARTICLE 4 : Disposition of Shares.......................................................................6
4.1 Agreements with Transferees...........................................................6
4.2 Sale of Shares to Third Parties.......................................................6
4.3 Tag-Along Rights......................................................................6
4.4 Drag-Along Rights.....................................................................7
4.5 Right of First Offer..................................................................8
4.6 Permitted Transfers...................................................................9
4.7 Pre-Emptive Rights....................................................................9
ARTICLE 5 : General....................................................................................10
5.1 Notice...............................................................................10
5.2 Severability.........................................................................11
5.3 Assignment...........................................................................11
5.4 Termination..........................................................................11
5.5 Compliance with Agreement............................................................11
5.6 Choice of Governing Law and Construction.............................................11
5.7 Forum Selection and Service of Process...............................................11
5.8 Headings of Subdivisions.............................................................12
5.9 Severability.........................................................................12
5.10 Entire Agreement.....................................................................12
5.11 Facsimile/Counterpart Execution......................................................12
5.12 English Language.....................................................................12
INTER-SHAREHOLDER AGREEMENT
THIS AGREEMENT is made as of the 17th day of December, 2004
BY AND BETWEEN:
ELEPHANT & CASTLE GROUP INC. (the "Company")
GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED
PARTNERSHIP, BY ITS GENERAL PARTNER, GE ASSET
MANAGEMENT INCORPORATED, ITS GENERAL PARTNER
("GEIPPP II")
- and -
CROWN LIFE INSURANCE COMPANY ("Crown Life")
- and -
XXXXXXX XXXXXX ("Xxxxxx")
- and -
XXXXX XXXXXX ("Xxxxxx")
- and -
XXXXX XXXXXX ("Xxxxxx", and together with Xxxxxx
and Xxxxxx, "Management")
RECITALS
WHEREAS GEIPPP II is the majority shareholder of the Company, holding
approximately 62% of the outstanding common shares of the Company at the date
hereof;
AND WHEREAS following the restructuring of certain debt held by GEIPPP
II in connection with the transactions contemplated by the Loan Documents,
GEIPPP II will hold 50.1% of the Common Shares and 70% of the Preferred Shares
of the Company, representing 62.3% of the Common Shares of the Company on a
fully diluted basis (assuming the issue in full of the Shares underlying those
certain management performance options issued to Management on the date of this
Agreement);
AND WHEREAS Crown Life has provided certain financing to the Company
and in connection therewith has been or will be granted the rights to acquire
15% of the Common Shares and Preferred Shares of the Company;
AND WHEREAS Management has agreed to invest in the Company and will
purchase and be entitled to earn an aggregate of 15% of the Common Shares and
Preferred Shares of the Company;
AND WHEREAS the Parties have agreed to enter into this Agreement to
record their agreement with respect to governance of the Company and certain
economic rights as between the Parties;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency whereof being hereby mutually acknowledged by the
Parties), each of the Parties hereto covenants and agrees with the others as
follows:
AGREEMENT
ARTICLE 1 : INTERPRETATION
1.1 DEFINITIONS
In this Agreement the following terms shall have the following meanings:
(a) "Act" means the BUSINESS CORPORATIONS ACT of
British Columbia,
as amended or re-enacted from time to time, and any term
defined in the Act and not otherwise defined herein is used in
this Agreement with the same meaning.
(b) "Affiliate" has the meaning given to that term in the Act.
(c) "Agreement" includes this agreement, any agreement which is
supplementary to or in amendment or confirmation of this
agreement, any Participation Agreement and any schedules
hereto or thereto, respectively.
(d) "Article", "Section" and "Paragraph" mean and refer to any
article, section or paragraph of this Agreement.
(e) "Board" means the board of directors of the Company.
(f) "Business Day" means any day other than a Saturday, Sunday or
such other day on which banks in Vancouver,
British Columbia
are authorized or required to be closed for business.
(g) "Common Shares" means the common shares in the capital of the
Company, including any Common Shares issued upon conversion of
the Preferred Shares.
(h) "Control" and "Controlled by" has the meaning given to it in
the Act.
(i) "Fiscal Year" means each fiscal year of the Company, being the
12-month period commencing on January 1 in each year.
(j) "Loan Documents" means the Senior Credit Agreement between
Crown Life and the Company dated the date hereof and all
related agreements.
(k) "Participation Agreement" means an agreement which has the
effect of making a Person bound by all or substantially all of
the obligations, and subject to all the restrictions, of or to
which a party to this Agreement, as then constituted, is or
would be bound.
(l) "Parties" means, collectively, the Company, Crown Life, GEIPPP
II and Management, and, to the extent applicable, their
respective successors and permitted assigns, and "Party" means
any one of such Parties.
(m) "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated
organization, association, corporation, institution, entity,
party or foreign or local government (whether federal,
provincial, county, city, municipal or otherwise), including,
without limitation, any instrumentality, division, agency,
body or department thereof.
(n) "Preferred Shares" means the Preferred Shares Series A.
(o) "Shares" means the Common Shares and Preferred Shares, as well
as any shares into which shares of the Company then or now
authorized may be converted, reclassified, redesignated,
subdivided, consolidated or otherwise changed.
(p) "Subsidiary" has the meaning given to it in the Act.
(q) "Tag-Along Right" has the meaning given to it in Section
4.3(a).
(r) "Transfer" includes any arrangement by which legal title or
beneficial ownership passes from one Person to another, or to
the same Person in a different capacity,
whether or not for value, and for greater certainty includes a
mortgage, pledge or charge or Shares or a change in the
Control of a Shareholder.
(s) "Warrants" means the warrants to purchase Common Shares and
Preferred Shares issued or to be issued by the Company
pursuant to the Loan Documents.
(t) "Vote" means a vote pursuant to a right to vote carried by any
shares of the Company which, under normal circumstances,
carries the right to vote at all times or under circumstances
which have occurred and are continuing.
1.2 PRIVITY
This Agreement shall be binding upon all Persons executing these presents and on
all Persons to whom any of the Parties transfer Shares, except as otherwise
provided in Section 4.1 hereof. Any agreement to be bound hereby and any other
agreement between the Parties with respect to the Company or its Shares may be
effectively delivered by one Party to each of the others by delivery of any
executed counterpart to the Company.
1.3 CURRENCY
Reference herein to money or to currency means lawful money of Canada and all
money due or to be paid hereunder and any applicable interest thereon shall be
paid in lawful money of Canada.
1.4 ACCOUNTING TERMS
Unless otherwise defined or specified herein, all defined terms in Section 1.1
as used in this Agreement shall have the meanings set out in such paragraph, and
all accounting terms used in this Agreement shall be construed in accordance
with Canadian generally accepted accounting principles.
ARTICLE 2 : SHAREHOLDERS
2.1 NO STATUS CREATED
Nothing contained in this Agreement shall be deemed in any way or for any
purpose to constitute any shareholder a partner or agent or legal representative
of any other shareholder in the conduct of any business or otherwise or a member
of a joint venture of joint enterprise with any other shareholder or to create
any fiduciary relationship between or among any of them.
2.2 REPRESENTATIONS AND WARRANTIES
Each Party other than the Company hereby represents and warrants to each other
Party that such Party:
(a) holds all of the Shares now registered in the name of such
Party as principal and for investment only, and not with a
view to the distribution thereof and not in trust in any
manner whatsoever for or on behalf of any other Person or
Persons;
(b) except as disclosed herein, is neither a party to nor bound by
an agreement regarding the ownership of the said Shares, other
than this Agreement and, to the extent applicable, the Loan
Documents; and
(c) is not a party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, charter or by-law
provision, statute, regulation, order, judgment, decree or law
which would be violated, contravened or breached by, or under
which any default would occur as a result of, the execution
and delivery by it of this Agreement or the performance by it
of any of the terms hereof.
ARTICLE 3 : GOVERNANCE OF THE COMPANY
3.1 NOMINATION TO BOARD OF DIRECTORS
Each Party other than the Company agrees that, at each general meeting of the
Company at which Directors are elected, it shall vote its or his Common Shares
in favour of the election of:
(a) two nominees of GEIPPP II to the Board, provided that GEIPPP
II holds at least 20% of the Common Shares (calculated on a
fully diluted basis), or one nominee of GEIPPP II, provided
that GEIPPP II holds at least 10% of the Common Shares
(calculated on a fully diluted basis), at the date of such
general meeting;
(b) one nominee of Crown Life to the Board, provided that Crown
Life holds at least 10% of the Shares of the Company
(calculated on an undiluted basis but assuming that Crown Life
has exercised all of its Warrants) at the date of such general
meeting; and
(c) Xxxxxx or his nominee to the Board, provided that Xxxxxx
continues to be the President and Chief Executive Officer of
the Company at the date of such general meeting.
The Company agrees that, for each shareholders' meeting at which directors are
to be elected, the Company will present in the information circular and proxy
form mailed in respect of such meeting a slate of nominees for election which
includes the foregoing nominees.
3.2 VACANCIES ON THE BOARD OF DIRECTORS
In the case of a vacancy on the Board arising from the death, disqualification,
inability to act, resignation or removal of the director nominated by any Party,
each Party other than the Company will vote or cause its nominee or nominees on
the Board to vote in favour of a replacement nominee of such Party to fill such
vacancy for the remainder of the original nominee's term on the Board, provided
that such Party holds at least the number of Common Shares of the Company, or in
the case of Xxxxxx the position with the Company, specified in Section 3.1 above
in respect of such Party at the date of such vote.
3.3 NON-ARM'S LENGTH TRANSACTIONS
Following repayment by the Company in full of all indebtedness owed to both of
GEIPPP II and Crown Life and until such time as Crown Life shall have been
offered an opportunity to exercise Tag-Along Rights (and the transactions
contemplated in connection with such opportunity have closed), and provided that
GEIPPP II continues to hold a majority of the Common Shares of the Company on a
fully diluted basis, the Company agrees that it will not enter into or amend any
contract, loan or other advance to, guarantee of, investment in, acquisition of
or merger with any business of any Person that is not arm's length to the
Company (within the meaning of the INCOME TAX ACT (Canada), without first having
obtained the prior written consent of GEIPP and Crown Life, which consent shall
not be unreasonably withheld or delayed.
ARTICLE 4 : DISPOSITION OF SHARES
4.1 AGREEMENTS WITH TRANSFEREES
Notwithstanding anything else herein contained, every Transfer of any Shares
held by a Party shall be subject to the condition that the proposed transferee,
if not already bound by this Agreement, shall first enter into a Participation
Agreement with the other Parties hereto, except that a Participation Agreement
shall not be required in respect of any transaction in which GEIPPP II has
offered the other Parties Tag-Along Rights in accordance with Section 4.3
hereof.
4.2 SALE OF SHARES TO THIRD PARTIES
Subject to the provisions of this Article 4, the Parties shall be entitled to
sell or transfer their Shares or any other securities in the capital of the
Company to third parties at any time.
4.3 TAG-ALONG RIGHTS
After giving effect to Section 4.5, if applicable, in any transaction, other
than a transaction that is subject to Rule 144 of the U.S. Securities of 1933,
as amended, where GEIPP proposes to sell any of its Shares in the Company (the
"Subject Shares") to a third party (the "Offeree") and subject to Section 4.5,
then:
(a) GEIPP shall offer to each other Party holding Shares of such
class the right (the "Tag-Along Right") to participate in the
sale in proportion to the number of Subject Shares of such
class owned by GEIPP relative to the total number of Shares of
such class then owned by GEIPP as at the time that the offer
to participate was made and on the same terms and conditions
applicable to the sale of the Subject Shares, assuming the
transaction is completed by GEIPP; provided, however, that
--------
this Section 4.3 shall not apply to any Transfer by GEIPP in
connection with which GEIPP elects to exercise its right to
compel a sale pursuant to Section 4.4; and
(b) GEIPP will give each other Party not less than five business
days' written notice ("Notice") of the proposed sale and will
specify in the Notice the identity of the Offeree, the number
of Shares offered for sale, and the price and other terms of
sale. Each other Party will have five business days from
receipt of a Notice to exercise the right contained in
paragraph (a) above by giving written notice to GEIPP
specifying the number of Shares in respect of which it
proposes to exercise its applicable right (the "Exercise
Notice"). Each Party that does not timely deliver an Exercise
Notice within 15 days of its receipt of the Notice will be
deemed to have waived all rights under this Section 4.3 with
respect to the proposed Transfer. Delivery of the Exercise
Notice by a Party will constitute an irrevocable commitment by
such Party to sell in the proposed Transfer the Shares
specified in such Exercise Notice, on the terms set forth in
the Notice; PROVIDED, however, that if the principal terms of
the proposed Transfer change with the result that the
per share price shall be less than the share price set forth
in the Notice or the other principal terms shall be materially
less favourable to GEIPP or the Party exercising its Tag-Along
Right than those set forth in the Notice, each participating
Party shall be permitted to withdraw the commitment contained
in its Exercise Notice and shall be released from its
obligations thereunder; and
(c) the failure of any Party (other than GEIPP) to perform its
obligations under this Section 4.3 in respect of any Transfer
contemplated by a Notice shall result in the termination of
such Party's rights under this Section 4.3 in respect of such
Transfer.
4.4 DRAG-ALONG RIGHTS
If:
(a) GEIPPP II has received a bona fide offer from a Person, or
Persons acting in concert, (a "Purchaser"), in any case at
arm's length to GEIPPP II, to purchase all of the Shares owned
by it; and
(b) the Purchaser offers to purchase the remaining Shares held by
the other Parties (the "Specified Securities") at the same
price per Shares and on other equivalent terms and conditions
as those agreed to by GEIPPP II, all of which terms and
conditions are set out in writing and promptly delivered to
the other Parties (the "Drag Along Offer");
then the other Parties shall be required to sell their Specified Securities to
the Purchaser in accordance with the terms and conditions of the Drag Along
Offer. If any of the other Parties (the "Delinquent Holders") fail to sell their
Specified Securities to the Purchaser in accordance with the terms and
conditions of the Drag Along Offer, the Purchaser shall have the right to
deposit the applicable purchase price for those Specified Securities of the
Delinquent Holders in a special account at any financial institution in Canada,
to be paid proportionately with interest, to the respective Delinquent Holders
upon presentation and surrender to such financial institution of the
certificates or documents representing such holders' Specified Securities duly
endorsed for transfer to the Purchaser. Upon such deposit being made, the
Specified Securities in respect of which the deposit was made shall hereby
automatically (without any further action of any kind on the part of the
Delinquent Holders or the Purchaser) be transferred to and purchased by the
Purchaser and shall be transferred on the books of the Corporation to the
Purchaser and the rights of the Delinquent Holders in respect of those Specified
Securities after such deposit shall hereby
be limited to receiving, with interest, their respective portion of the total
amount so deposited against presentation and surrender of the certificates or
documents representing their respective Specified Securities duly endorsed for
transfer to the Purchaser.
4.5 RIGHT OF FIRST OFFER
In any transaction other than an open market transaction where any Party (the
"Seller"), wishes to sell any or all of its respective Shares (the "Offered
Shares") (except where such proposed sale is a result of an unsolicited bid to
purchase all of the Seller's Shares, in which case this Section 4.5 shall not
apply), then:
(a) the Seller will first deliver to the other Parties (the "Other
Parties"), an offer (the "Offer") to sell the Offered Shares
at a price and on the conditions set out in the Offer;
(b) any of the Other Parties may, within 15 days of delivery of
the Invitation, accept the terms of the Offer and specify an
Offer to Purchase which shall specify the price and the terms
upon which the Other Party shall purchase the Offered Shares.
The Offer to Purchase will state that the offer contained
therein is irrevocable;
(c) if no Other Party makes an Offer to Purchase within the time
period specified in paragraph (b) above, then this paragraph
4.5 shall no longer apply and the Seller shall be free to sell
any or all of the Offered Shares thereafter, subject to the
Tag-Along Rights;
(d) if one or more of the Other Parties makes an Offer to Purchase
the Offered Shares within the time period specified in
paragraph (b) above, then the Seller shall have 90 days to
sell the Offered Shares to a third party provided that such
sale shall be carried out on the terms that are the same or
that are no less favourable from a reasonable vendor's
perspective than the terms set forth in each Offer to Purchase
received; and
(e) if the Seller does not complete a sale pursuant to paragraph
(d) above, then the Seller shall sell its shares:
(i) in the case that only Other Party has made an Offer
to Purchase, to such Other Party on the terms set
forth in the Offer to Purchase; or
(ii) in the case that more than one Other Party has made
an Offer to Purchase, to the Other Party whose Offer
to Purchase is superior from a reasonable vendor's
perspective on the terms set forth in such Offer to
Purchase or, if the Offers to Purchase are identical,
to the Other Parties which made the identical Offers
to Purchase in proportion to the number of Shares
then held by the Other Parties.
4.6 PERMITTED TRANSFERS
Sections 4.3, 4.4 and 4.5 do not apply to the following Transfers of Shares:
(a) Transfer to a Controlled Company - A Party shall be entitled
at all times and from time to time to Transfer all or any part
of his, her or its Shares to a Person which is under the
Control of the Party;
(b) Transfer on Death - A Party that is a natural person shall be
entitled to transfer his or her Shares by testamentary
instrument upon the death of such Party; and
(c) Management Transfers - Each member of Management shall be
entitled at all times and from time to time to Transfer all or
any part of his Shares to a Person pursuant to Multilateral
Instrument 45-105--Trades to Employees, Senior Officers,
Directors, and Consultants, as amended, restated or replaced
from time to time.
4.7 PRE-EMPTIVE RIGHTS
(a) Each time the Company proposes to issue any Common Shares or a
security that is convertible into a Common Share (collectively
referred to herein as "Equity Securities"), the Company shall
offer to the other Parties the right to purchase that number
of such Equity Securities equal to the number of Common Shares
owned by such Party (calculated on a fully diluted basis,
assuming that such Parties have exercised or converted all of
their respective Warrants and Preferred Shares into Common
Shares) divided by the number of issued and outstanding shares
of the Company (calculated on an undiluted basis) multiplied
by the number of Equity Securities to be issued by the Company
as of the date of the written notice described below.
(b) The Company will deliver written notice of its intention to
issue Equity Securities to each other Party stating the number
of Equity Securities that such Party is entitled to purchase
along with the terms and conditions of such offering. Each
such Party will have five business days from the receipt of
the written notice to offer to purchase, in whole or in part,
the number of Equity Securities that it is entitled to
purchase. The closing of the purchase by each such Party will
be concurrent with the closing of the Equity Security
financing; provided, however, that such Party's obligation to
purchase the Equity Securities will be conditioned upon the
closing of the entire offering, which condition such Party may
waive in whole or in part. The Company may sell to a third
party any Equity Securities not purchased by the other Parties
in accordance with these terms.
(c) This pro-rata pre-emptive right does not apply to options
issued pursuant to the Company's stock option plan or the
issuance of any security upon the conversion or exercise of
any outstanding security or any issuance where the Company's
shareholders are treated equally such as a subdivision,
amalgamation or reorganization.
ARTICLE 5 : GENERAL
5.1 NOTICE
All written notices and other written communications with respect to this
Agreement or any of the Other Agreements shall be sent by ordinary or registered
mail, by facsimile or delivered in person to the recipient as follows:
TO THE COMPANY:
Elephant & Castle Group Inc.
Xxxxx 0000, 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: Xxxxxxx Xxxxxx
Facsimile: 000 000 0000
TO GEIPPP II:
c/o GE Asset Management Incorporated
0000 Xxxxxx Xxxxxx
P O Box 7900
Xxxxxxxx, XX 00000-0000 XXX
Attention: Xx. Xxxxx Xxxxxxxxxx
Facsimile: 000 000 0000
TO CROWN LIFE:
c/o Crown Capital Partners Inc.
0000 - 0000 Xxxxxx Xxxxxx
Xxxxxx, XX X0X 0X0
Attention: Xx. Xxxxxxxxxxx X. Xxxxxxx
Facsimile: 000 000 0000
TO MANAGEMENT:
c/o Elephant & Castle Group Inc.
Xxxxx 0000, 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: Messrs. Xxxxxx, Xxxxxx and Xxxxxx
Facsimile: 000 000 0000
or to such other address or facsimile number or individual as may be designated
by notice given by any Party to the others. The notice or other communication so
sent shall be deemed to be
received on the day of personal delivery or
facsimile, or if mailed, three days following the date of such mailing.
5.2 SEVERABILITY
If any provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or remaining provisions of this Agreement.
5.3 ASSIGNMENT
This Agreement is not assignable by any Party except in accordance with its
terms upon a Transfer of Shares and shall bind and benefit the respective
Parties hereto and their successors and permitted assigns.
5.4 TERMINATION
This Agreement will terminate effective upon the earliest of the following
dates:
(a) the date upon which all of the Parties agree upon; and
(b) the dissolution, winding upon or liquidation of the Company,
provided however that any termination shall not affect any of the obligations of
the Parties arising prior to such termination and shall not relieve the Party or
Parties responsible for performance of such obligations, and the same shall
continue to be enforceable by the Party or Parties benefiting therefrom.
5.5 COMPLIANCE WITH AGREEMENT
Each Party hereto agrees to vote and act as a shareholder of the Company to
fulfil the provisions of this Agreement and in all other respects, to comply
with, and to use all reasonable efforts to cause the Company to comply with this
Agreement, and to the extent, if any, which may be permitted by law, shall cause
its respective nominees as directors of the Company to act in accordance with
this Agreement.
5.6 CHOICE OF GOVERNING LAW AND CONSTRUCTION
Except as expressly set forth therein, this Agreement (unless expressly stated
otherwise in the Other Agreements) shall be governed and controlled by the laws
of the Province of
British Columbia and the laws of Canada applicable therein as
to interpretation, enforcement, validity, construction, effect, and in all other
respects.
5.7 FORUM SELECTION AND SERVICE OF PROCESS
The Parties agree that all actions or proceedings in any way, manner or respect,
arising out of or from or related to this Agreement may be litigated in courts
having SITUS within the Province of
British Columbia. The Parties hereby consent
and submit to the non-exclusive jurisdiction of
any provincial or federal courts located within said jurisdiction. Each Party
hereby waives any right it may have to transfer or change the venue of any
litigation brought it by any other Party in accordance with this paragraph.
5.8 HEADINGS OF SUBDIVISIONS
The headings of subdivisions in this Agreement are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of this
Agreement.
5.9 SEVERABILITY
If any provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or remaining provisions of this Agreement.
5.10 ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding between the
parties hereto and thereto and supersede all prior agreements and understandings
between such parties relating to the subject matter hereof and thereof and may
not be contradicted by evidence of prior or contemporaneous agreements of the
parties. There are no unwritten oral agreements between the parties related to
the subject matter of this Agreement.
5.11 FACSIMILE/COUNTERPART EXECUTION
This Agreement may be executed and delivered by facsimile and in counterpart,
and all such facsimile or counterpart so executed and delivered shall be deemed
to constitute one, originally executed original.
5.12 ENGLISH LANGUAGE
At the request of the parties, this Agreement has been negotiated in the English
language and will be or have been executed in the English language. Les
soussigne ont expressement demande que ce document et tous les documents annexes
soient rediges en langue anglaise.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
ELEPHANT & CASTLE GROUP INC.
Per: _________________________________
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, a LIMITED PARTNERSHIP
By: GE Asset Management Incorporated
Its: General Partner
By: __________________________________
Name:
Title:
CROWN LIFE INSURANCE COMPANY by
its agent, CROWN CAPITAL PARTNERS INC.
Per: _________________________________
Per: _________________________________
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Witness XXXXXXX XXXXXX
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