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EXHIBIT 7.6
SHAREHOLDER AGREEMENT
THIS AGREEMENT is made as of the 29th day of May, 1987 by and among Xxxx X.
Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxxxxx,
Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx and Code-Alarm, Inc., a Michigan
corporation (the "Company").
WITNESSETH:
WHEREAS, on the date of this Agreement, the Shareholders (as defined below)
are the record and beneficial owners of 1,500,650 shares of common stock,
without par value, of the Company, constituting all of the issued and
outstanding shares of capital stock of the Company, each Shareholder owning the
number of shares of Common Stock (as defined below) set forth opposite such
Shareholder's name on Schedule 1 attached hereto and made a part hereof;
WHEREAS, the Shareholders desire to secure the continuity of management and
business policies of the Company and to provide for certain restrictions and
obligations with respect to the control of the Company by the combination of
their votes and/or written consents as shareholders, pursuant to the terms and
conditions of this Agreement; and
WHEREAS, the Shareholders desire to grant to each other certain rights and
options and to impose certain restrictions with respect to the transfer, sale,
or other disposition of the shares of Common Stock owned by the Shareholders.
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE I. Definitions.
In addition to the terms otherwise defined herein, the following terms
shall have the following meanings, respectively:
1.1 "Applicable Date of Determination" means, in the case of the
determination of the Fair Market Value of Restricted Shares, the date that the
Offer is sent to the Shareholders pursuant to Section 3.1 hereof or in the event
of the death of a Shareholder, the date of death. If such date is a weekend or
holiday for which the National Association for Securities Dealers Automated
Quotation system ("NASDAQ") is closed, then the date shall be the next
succeeding day on which NASDAQ is open.
1.2 "Common Stock" means shares of the Company's common stock, without par
value.
1.3 "Fair Market Value" means, with respect to Restricted Shares, the
average daily closing bid price per share on the over-the-counter market on the
Applicable Date of Determination, and for the fourteen (14) days on which NASDAQ
was open immediately preceding such date, multiplied by the number of shares
being sold, or if the shares of Common Stock are listed so that there is a daily
per share closing price, the average daily per share closing price for such
period multiplied by the number of shares being sold.
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1.4 "Family" means, with respect to a Shareholder, such Shareholder's
grandparents, parents, spouse, children (natural and adopted) and grandchildren
(natural and adopted). Any trust, partnership, or corporation in which members
of the Shareholder's "Family" have the entire beneficial interest shall be
treated as part of such Shareholder's "Family". In the case of a Shareholder
that is a trust, partnership, or corporation, "Family" also means the grantor of
the trust, the partners in the partnership, or the shareholders in the
corporation, respectively, and their grandparents, parents, spouse, children
(natural and adopted) and grandchildren (natural and adopted).
1.5 "Initial Shareholder" or "Initial Shareholders" shall refer to Xxxx X.
Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxx X. Xxxxxxxxxxxx, Xxxxxxxx
X. Xxxxx and Xxxxx X. Xxxxxxxxx.
1.6 "Pro rata" shall mean the number of Restricted Shares subject to the
agreement owned by the person with a right to acquire or purchase shares of the
Common Stock of the Company as compared to the total number of Restricted Shares
then subject to the Agreement owned by other persons with the same right or
option.
1.7 "Representative" shall mean the person designated to act under this
Agreement pursuant to Section 2.2 hereof.
1.8 "Restricted Shares" means the shares of Common Stock of the Company
owned by each of the Shareholders (the number of which is identified on Schedule
1 hereto), and any securities of the Company received by any Shareholder by
stock dividend, stock split or reorganization with respect to such shares of
Common Stock. "Restricted Shares" does not include shares of Common Stock of
the Company purchased or acquired by a Shareholder (i) on the open market, (ii)
from a person who is not subject to this Agreement or (iii) upon exercise of any
option granted to such Shareholder by the Company which are not subject to this
Agreement.
1.9 "Shareholder" or "Shareholders" shall refer to the Initial
Shareholders, individually and collectively, and any other person who becomes
subject to the terms of this Agreement as a result of the acquisition of
Restricted Shares from a Shareholder.
ARTICLE II. Voting Agreement
2.1 The Shareholders hereby agree to vote all of the shares of Common Stock
now owned or hereafter acquired by them, or any of them, including any shares of
Common Stock hereafter purchased in the open market or from a person not subject
to this Agreement, shares of Common Stock acquired by a Shareholder upon
exercise of any option granted by the Company, or shares of Common Stock which
are not otherwise considered Restricted Shares, for the election of directors
and upon any and all other proposals which may properly be acted upon by the
shareholders of the Company, whether at any annual or special meeting, or by
written consent in accordance with this Agreement. Not less than two (2) days
prior to voting at any annual or special meeting or taking any action by written
consent, the Representative shall attempt to
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obtain a written statement from each Shareholder indicating the manner in which
he desires that the Restricted Shares be voted on each matter as to which a
vote is to be taken or consent is to be sought. The Representative shall vote
the Restricted Shares on each matter as to which a vote is to be taken or
consent is to be sought in accordance with the desires of the Shareholders
representing a plurality of the Restricted Shares.
2.2 Xxxx X. Xxxxxxx shall be the initial Representative. In the event that
Xxxx X. Xxxxxxx shall refuse or is otherwise unable or unwilling to perform his
duties, Xxxxxxxx X. Xxxxxxx shall be the successor Representative. In the event
that the successor Representative shall refuse or is otherwise unable or
unwilling to perform his duties, the Shareholders shall elect another successor
Representative at a meeting of the Shareholders called in the manner provided in
the bylaws of the Company as in effect from time to time for calling a special
meeting of the shareholders of the Company. The person receiving the
affirmative vote of the Shareholders representing a plurality of the Restricted
Shares shall be the successor Representative. At any time, the Shareholders
representing a majority of the Restricted Shares may remove the Representative
and designate a successor Representative.
2.3 Each of the Shareholders hereby irrevocably appoints the Representative
and his successors appointed pursuant to Section 2.2 above as such Shareholder's
proxy, and will execute and deliver to the Representative an irrevocable proxy
in substantially the form of Exhibit A hereto (individually a "Proxy" and
collectively the "Proxies") to further secure the voting agreements provided for
in this Agreement. The Shareholders intend that each of the Proxies executed
and delivered by the Shareholders from time to time under this Agreement shall
have the effect of an "irrevocable proxy" under Section 422 of the Michigan
Business Corporation Act (the "MBCA") and that this Agreement shall be a voting
agreement among Shareholders under Section 461 of the MBCA. The Shareholders
further agree that each of the Proxies executed and delivered by any Shareholder
under this Agreement shall be effective as to such Shareholder and its
successors and assigns until such time as this Agreement shall be terminated
in accordance with Article VI hereof, notwithstanding the death or
incompetency of such Shareholder (or in the case of a trust, partnership or
corporation, the death or incompetency of the trustee, grantor, or any of the
partners, shareholders or beneficiaries thereof). During the term of this
Agreement, the Shareholders further agree to execute and deliver to the
Representative such additional proxies, consents, and other documents and
instruments, and to take such further action, as may be requested by the
Representative or his successor to further secure the voting agreements provided
in this Agreement.
2.4 The Company shall recognize the vote or consent of the Representative,
or his successors determined as provided in Section 2.2 above, as the action of
the holders of the Restricted Shares and any additional shares of Common Stock
subject to this Article II.
2.5 The Shareholders shall indemnify the Representative and hold him
harmless from any liability and expenses incurred by him in connection with his
duties hereunder, including reasonable attorneys fees, except for liability and
expenses relating to the intentional wrongful acts of the Representative.
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ARTICLE III. Rights of First Refusal
3.1 Any Shareholder proposing to transfer Restricted Shares of the Company
shall first offer in writing to sell the Restricted Shares to the other
Shareholders. The written offer (the "Offer") shall specify and contain the
same terms as the proposed transfer and identify the proposed transferee.
3.2 Any of the Offered Shares not purchased by the Shareholders may be sold
to the proposed transferee pursuant to the terms of the offer within 90 days
after the Offer referred to in Section 3.1 is given if the proposed transferee
shall have executed and delivered a Proxy to the Representative and agreed in
writing to be bound by the terms and conditions of this Agreement.
3.3 Transfers by gift of Restricted Shares by a Shareholder to any member
of such Shareholder's Family, or to a trust, partnership, or a corporation in
which members of the Shareholder's Family have the entire beneficial interest
and which irrevocably prohibits, during the term of this Agreement, the transfer
of a beneficial interest therein except to members of the Shareholder's Family
(or if from a trust, partnership, or corporation in which a Shareholder's Family
has the entire beneficial ownership interest, then to such Shareholder's
Family), shall be exempt from compliance with this Article III, but the
Restricted Shares transferred shall remain subject to this Agreement and the
transferee, as a condition of such transfer, shall have executed and delivered a
Proxy to the Representative and agreed in writing to be bound by the terms and
conditions of this Agreement.
3.4 The options and rights of purchase provided in Article IV shall in no
event be considered an "Offer" subject to this Article III.
ARTICLE IV. Rights of Redemption and Buy-Sell
Agreement Upon Death of Shareholder
4.1 Within 90 days after the death of any of the Initial Shareholders, any
such deceased Initial Shareholder's personal representative or executor shall
offer in writing to sell to the other Shareholders all or any part of the shares
of the Common Stock of the Company held by such deceased Initial Shareholder and
any trust, partnership, corporation or other entity in which the deceased
Initial Shareholder held a beneficial interest at the time of his death, and any
Restricted Shares held by any other Shareholder who is a member of the deceased
Initial Shareholder's Family and who acquired such Restricted Shares from the
deceased Initial Shareholder pursuant to Section 3.3 hereof, either directly or
in a chain of transactions starting with the deceased Initial Shareholder.
4.2 Any Restricted Shares described in Section 4.1 not purchased pursuant
to Article V shall continue to be subject to this Agreement, and any person
receiving the Restricted Shares as a result of the death of the Initial
Shareholder shall execute and deliver a Proxy to the Representative and agree in
writing to be bound by all of the terms and conditions of this Agreement as a
condition to permitting the transfer.
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ARTICLE V. Manner of Purchase
5.1 For a period of 30 days after receipt of the Offer by a Shareholder or
the representative of a Shareholder, the other Shareholders shall have the right
to accept the Offer and purchase all or any part of the Restricted Shares being
offered (the "Offered Shares") as described below. If the Offer is from a
Shareholder holding Restricted Shares acquired from an Initial Shareholder, or
in a chain of transactions starting with an Initial Shareholder, the Initial
Shareholder from whom the Shareholder acquired the Restricted Shares either
directly or in a chain of transactions shall have the first right until the
expiration of 15 days after receipt of the Offer to accept the Offer and
purchase all or any part of the Offered Shares. If such Initial Shareholder
chooses not to purchase all of the Offered Shares prior to the expiration 15
days after receipt of the Offer, the Initial Shareholder shall so notify the
other Shareholders, whereupon the other Shareholders shall have the right until
the expiration of 25 days after receipt of the Offer to accept the Offer and
purchase up to their pro rata part of the remaining Offered Shares. In the
event that any of the Shareholders fail to purchase their pro rata share of the
Offered Shares prior to the expiration of the 25th day after receipt of the
Offer, they shall notify all of the other Shareholders, who then shall have the
right to purchase any part of those remaining Offered Shares, on a pro rata
basis. Only if the Offer is not accepted by the Shareholders as permitted
hereunder within 30 days, may any remaining unpurchased Offered Shares be
transferred in accordance with the provisions of the original notice.
5.2 Offered Shares purchased pursuant to this Article III shall be
purchased at the lesser of the purchase price proposed in the Offer or the Fair
Market Value at the applicable Date of Determination. The purchase price shall
be payable upon substantially equivalent terms as set forth in the Offer or, at
the option of the purchaser thereof, once an Initial Shareholder or his Family's
aggregate sales of Offered Shares during any calendar year exceed $100,000, by
delivery of a certified or cashiers check equal to twenty percent (20%) of the
purchase price of the Offered Shares and a promissory note (the "Note") in
substantially the form attached hereto and made a part hereof as Exhibit B,
which shall be in the principal amount equal to the balance of such purchase
price and shall be payable in twenty (20) substantially equal quarterly
installments of principal with interest thereon at the greater of the minimum
annual rate necessary to avoid imputing of interest under the Internal Revenue
Code of 1986, and the rules and regulations thereunder, or at a rate equal to
Comerica Bank-Detroit's (the "Bank's") prime interest rate, as such rates may
change from time to time, but in no event in excess of the maximum amount
permissible under applicable law. Any portion of the Offered Shares purchased
hereunder, the purchase price of which is payable by delivery of a Note as
provided in this Section 5.2 (but not that portion of the Offered Shares paid
for by delivery of the cash down payment), shall be subject to a security
interest securing the Note and shall be held in escrow pursuant to an escrow
arrangement satisfactory to the offeror and the purchaser pending payment of the
Note. As installments on the Note are paid, the Offered Shares corresponding to
each such payment shall be released from the escrow.
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ARTICLE VI. Transfer
Neither the Shareholders nor any of their respective heirs, legal
representatives, trustees, successors or assigns shall:
(a) Transfer, sell, assign or dispose of or purport to agree to
transfer, sell, assign or dispose of any Restricted Shares of the Company
without complying with the provisions of this Agreement.
(b) Hypothecate, mortgage, pledge or otherwise encumber or agree to
hypothecate, mortgage, pledge or otherwise encumber any Restricted Shares
of the Company except to the Company or with the written consent of
Shareholders holding more than 2/3 of the Restricted Shares then subject
to this Agreement.
ARTICLE VII. Effective Date and Termination
7.1 This Agreement is effective as of May 29, 1987.
7.2 This Agreement shall remain fully in effect and enforceable until the
earlier of (i) the termination date specified in any written instrument executed
by Shareholders owning more than 2/3 of the Restricted Shares then subject to
this Agreement, or their respective heirs, legal representatives, successors and
assigns, or (ii) noon Detroit time on May 28, 1997, unless extended by written
action of the Shareholders owning more than 2/3 of the Restricted Shares then
subject to this Agreement.
ARTICLE VIII. Legend
All share certificates representing shares of the Company owned by
Shareholder shall contain the following legend on the reverse side of the
certificate:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
IRREVOCABLE PROXY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN VOTING AGREEMENTS AND CERTAIN RESTRICTIONS ON
TRANSFER AND ENCUMBRANCE AS GRANTED AND PROVIDED IN A CERTAIN
SHAREHOLDER AGREEMENT (THE "AGREEMENT") DATE D AS OF MAY 29, 1987, BY AND
AMONG XXXX X. XXXXXXX, XXXXXXXX X. XXXXXXX, XXXXXXX XXXXXXX, XXXX X.
XXXXXXXXXXXX, XXXXXXXX X. XXXXX, XXXXX X. XXXXXXXXX AND THE ISSUER, A
COPY OF WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER. THE
AGREEMENT PROVIDES, AMONG OTHER THINGS, (i) THAT THE SHARES REPRESENTED
IN THIS CERTIFICATE WILL BE VOTED IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT, (ii) THAT THE OTHER PARTIES TO THE AGREEMENT SHALL HAVE THE
FIRST OPTION TO PURCHASE THE SHARES REPRESENTED BY THIS CERTIFICATE IN THE
EVENT THAT THE SHAREHOLDER DESIRES TO SELL, TRANSFER OR OTHERWISE DISPOSE
OF SUCH SHARES OR IN THE EVENT OF DEATH OF THE SHAREHOLDER, (iii) FOR A
METHOD OF CALCULATING THE PURCHASE PRICE FOR THE SHARES, (iv) A
PROHIBITION OF ENCUMBRANCE OF THE SHARES WITHOUT THE WRITTEN CONSENT OF
THE ISSUER AND THE OTHER PARTIES TO THE AGREEMENT, AND (v) CERTAIN OTHER
MATTERS.
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THIS LEGEND PROVIDES ONLY SUMMARY INFORMATION REGARDING THE IRREVOCABLE
PROXY AND THE RESTRICTIONS ON TRANSFER AND ENCUMBRANCE, WHICH SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE AGREEMENT."
The Shareholders agree to deliver their share certificates to the Company
for the imposition of the above legend.
ARTICLE IX. Miscellaneous
9.1 Any action by a Shareholder in violation of this Agreement shall be
null, void and of no force and effect.
9.2 The Shareholders each acknowledge and agree that the remedy at law for
any breach by any Shareholder of the several promises, covenants and
undertakings contained in this Agreement is inadequate and that the
Shareholders, in addition to any money damages for such breach, shall be
entitled to injunctive relief against any such breach and injunctive relief
and/or decree of specified performance in the enforcement of such promises,
covenants and undertakings.
9.3 Compliance with Article III and IV may be waived by consent of
Shareholders holding more than 2/3 of the Restricted Shares then subject to this
Agreement. The Company shall not transfer or permit its transfer agent to
transfer any Restricted Shares without either:
(i) a consent in writing to the transfer by Shareholders holding more
than 2/3 of the Restricted Shares then subject to this Agreement, or
(ii) an opinion of securities counsel to the Company, or of other
counsel satisfactory to the Company, in form and substance satisfactory to
the Company, to the effect that the transfer does not require the consent
of Shareholders holding more than 2/3 of the Restricted Shares then
subject to this Agreement.
9.4 The costs of enforcing, or defending the validity of this
Agreement (including attorney's fees and court costs) will be borne by the party
against whom enforcement is sought or who contests the validity of the
Agreement, unless such party prevails in the litigation relating to the claim,
in which event each party will bear its own expenses.
9.5 No action or inaction taken pursuant to this Agreement, including
(without limitation) any investigation or failure to investigate by or on behalf
of any party, shall be deemed to constitute a waiver of compliance with any
representations, warranties, covenants, or agreements contained herein. Any
waiver by any party hereto of a breach of any provision of this Agreement shall
be in writing and shall not operate or be construed as a waiver of any other or
subsequent breach.
9.6 All notices, requests, demands, and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given when received by personal delivery,
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overnight delivery service, acknowledged facsimile transmission or telephone
notice confirmed in writing the same day by first class mail, postage prepaid:
(a) If to the Company, at:
Code-Alarm, Inc.
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(b) If to Xxxx X. Xxxxxxx, at:
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(c) If to Xxxxxxxx X. Xxxxxxx, at:
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(d) If to Xxxxxxx Xxxxxxx, at:
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(e) If to Xxxx X. Xxxxxxxxxxxx, at:
00000 Xxxxxxxxx Xxxxxx, Xxxxx 000
X.X. Xxx 000
Xx. Xxxxx Xxxxxx, Xxxxxxxx 00000
(f) If to Xxxxxxxx X. Xxxxx, at:
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(g) If to Xxxxx X. Xxxxxxxxx, at:
00000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(h) If to any other shareholders of the Company, to the address of such
shareholder contained in the records of the Company
or to such other addresses as any party shall have specified by notice in
writing to the other parties.
9.7 This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter hereof, including
without limitation the Stock Purchase Agreement between Xxxx X. Xxxxxxx and
Xxxxxxxx X. Xxxxxxx dated August 13, 1986. Subject to Section 7.2 hereof, no
amendments or waivers of this Agreement shall be of any force unless in writing
and signed by the party to be charged.
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9.8 Subject to the restrictions of this Agreement, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors, and assigns.
9.9 The Article and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
9.10 This Agreement shall be governed by, and construed under the laws of
the State of Michigan.
9.11 If any term or provision of this Agreement, or any application
thereof to any circumstances, shall, to any extent and for any reason, be held
to be invalid or unenforceable, the remainder of the Agreement, or the
application of such term or provisions to the circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and
shall be construed as if such invalid or unenforceable provision had never been
contained herein, and each of every term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
9.12 This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the day and year first above written.
CODE-ALARM, INC.
By: /s/ Xxxx Xxxxxxx, Pres
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/s/ Xxxx Xxxxxxx
-------------------------------
XXXX XXXXXXX
/s/ Xxxxxxxx Xxxxxxx
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XXXXXXXX X. XXXXXXX
/s/ Xxxxxxx Xxxxxxx
-------------------------------
XXXXXXX XXXXXXX
/s/ Xxxx X. Xxxxxxxxxxxx
------------------------------
XXXX X. XXXXXXXXXXXX
/s/ Xxxxxxxx X. Xxxxx
------------------------------
XXXXXXXX X. XXXXX
/s/ Xxxxx X. Xxxxxxxxx
------------------------------
XXXXX X. XXXXXXXXX
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EXHIBIT A
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints
_____________________, or his successor ("Proxy"), as his proxy, with full power
of substitution, and authorizes Proxy to represent and to vote the shares of
Common Stock, without par value, of Code-Alarm, Inc., a Michigan corporation
(the "Company"), held of record or beneficially owned by the Shareholder or his
legal representative, in the manner required by the Shareholder Agreement (as
defined below), with respect to any matters which may properly come before any
meeting of the shareholders of the Company and on which the Shareholder or his
legal representatives are entitled to vote, including voting such shares by
written consent in accordance with the Articles of Incorporation (the
"Articles") and Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the
terms of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
This Proxy has been duly executed and delivered as of ______________,
19__.
___________________________
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EXHIBIT B
PROMISSORY NOTE
$_______________________ ___________________________
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
___________________________ ("Payee") the principal sum of ______________
Dollars ($_________), in twenty (20) consecutive quarterly installments of
___________________________ Dollars ($________), plus accrued interest thereon
at a rate equal to the greater of (i) the minimum annual rate necessary to
avoid imputing of interest under the Internal Revenue Code of 1986, and the
rules and regulations thereunder, or (ii) the prime interest rate charged by
Comerica Bank-Detroit, as such rates may change from time to time, but in no
event in excess of the maximum amount permissible under applicable law, and a
final installment equal to the entire unpaid principal balance plus accrued
interest thereon. The installments of principal and interest shall be payable
on the ____________ day of each ________, ________, _________, and _________ of
each year commencing on ______________, and the final installment shall be
payable on ________________.
The performance required under this Note is secured by the escrow of
shares of the Common Stock of Code-Alarm, Inc., a Michigan corporation,
pursuant to a certain escrow agreement of even date herewith (the "Escrow
Agreement"). The terms, covenants, and conditions of the Escrow Agreement are
incorporated by reference herein, and hereby made a part hereof.
Time is of the essence hereof. If failure be made in the making of any
of the foregoing payments due under this Note, the holder may, at its option
and without notice, demand or presentment for payment, declare immediately due
and payable the original principal sum above mentioned or any balance thereof
that may be unpaid and any advances made by any holder hereof, together with
interest then accrued thereon and any reasonable attorneys' fees incurred by
holder in collecting or enforcing payment hereof, whether or not suit is filed,
and payment hereof may be enforced and recovery of the whole or part at any
time by one or more of the remedies provided to holder in this Note, the Escrow
Agreement, or under law.
The undersigned waives presentment for payment, demand, notice of
demand, notice of non-payment or dishonor, protest and notice of protest of
this Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note.
No holder shall be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by the holder, and then only to the extent specifically set
forth in writing. A waiver with reference to one event shall not be construed
as continuing or as a bar to or waiver of any right or remedy as to any
subsequent event.
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IN WITNESS WHEREOF, the undersigned has executed this Note as of the
______ day of ___________.
____________________________
BUSINESS PURPOSE STATEMENT
I, _________________, do solemnly swear that the proceeds of this loan
are being used to purchase _____________________ shares of the Common Stock,
without par value, of Code-Alarm, Inc., a Michigan corporation.
____________________________
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SCHEDULE 1
Shareholder Number of Shares
----------- ----------------
Xxxx X. Xxxxxxx 531,200
Xxxxxxxx X. Xxxxxxx 531,200
Xxxxxxx Xxxxxxx 132,800
Xxxx X. Chillingirian 132,800
Xxxxxxxx X. Xxxxx 132,800
Xxxxx X. Xxxxxxxxx 39,840
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AMENDMENT NO. 1 TO SHAREHOLDER AGREEMENT
This Amendment is made as of the 7th day of October, 1987, by and among
Xxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X.
Xxxxxxxxxxxx, Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx (the "Controlling
Shareholders"), and Code-Alarm, Inc., a Michigan corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Controlling Shareholders executed a certain Shareholder
Agreement dated as of May 29, 1987 (the "Shareholder Agreement");
WHEREAS, the Controlling Shareholders and the Company and Summit
Ventures, L.P. ("Summit") have settled certain disputes among them resulting in
the transfer by the Controlling Shareholders of 35,000 shares of common stock,
without par value of the Company (the "Common Stock"), to Summit and SV
Eurofund C.V. ("SV") for Four Dollars ($4.00) and other good and valuable
consideration;
WHEREAS, the Controlling Shareholders have agreed to satisfy this
obligation by contributing the 35,000 shares of Common Stock on a pro rata
basis according to the number of shares of Common Stock owned by each of them;
and
WHEREAS, the Controlling Shareholders hold all of the Restricted Shares
subject to the Shareholder Agreement.
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NOW, THEREFORE, it is agreed as follows:
1. The provisions of the Shareholder Agreement are waived to allow (a)
the Controlling Shareholders to transfer 35,000 shares of Common Stock to Summit
and SV; (b) Xxxx X. Xxxxxxx to lend to Xxxxxxxx X. Xxxxxxx 12,390 shares of
Common Stock and to allow Xxxxxxx X. Xxxxxxx to lend to Xxxxx X. Xxxxxxxxx 932
shares of Common Stock; and (c) Xxxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxxx to
return to Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx 12,390 and 932 shares of Common
Stock respectively, when the restrictions affecting their shares of Common Stock
are released.
2. In all other respects, the Shareholder Agreement shall continue in
effect without modification.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment No. 1 as of the day and year first above written.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
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/s/ Xxxx X. Xxxxxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxxx
CODE-ALARM, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
President
-3-
17
AMENDMENT NO. 2 TO SHAREHOLDER AGREEMENT
This Amendment is made as of the 28th day of July, 1989, by and among Xxxx
X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxxxxx,
Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx (the "Controlling Shareholders"), Xxxxx X.
Xxxxxxx, Xxxxxxx X. Xxxxxxx (the "Skinners") and Code-Alarm, Inc., a Michigan
corporation (the "Company").
WITNESSETH:
WHEREAS, the Controlling Shareholders executed a certain Shareholder
Agreement dated as of May 29, 1987 (the "Shareholder Agreement"); and
WHEREAS, the Controlling Shareholders desire to add the Skinners as parties
to the Shareholder Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Section 1.9 of the Shareholder Agreement is amended to read in its
entirety as follows:
"1.9 "Shareholder" or "Shareholders" shall refer to the Initial
Shareholders and the Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx, individually
and collectively, and any other person who becomes subject to the terms of
this Agreement as a result of the acquisition of Restricted Shares from a
Shareholder."
2. In all other respects, the Shareholder Agreement shall continue in
effect without modification.
18
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment No. 2 as of the day and year first above written.
/s/ Xxxx X. Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxxxxxx
--------------------------
Xxxx X. Xxxxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxx
--------------------------
Xxxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
CODE-ALARM, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Xxxx X. Xxxxxxx
President
-2-
