SHAREHOLDERS’ AGREEMENT
IMAX CORPORATION
EXHIBIT 4.1
EXHIBIT 4.1
SHAREHOLDERS’ AGREEMENT
SHAREHOLDERS’ AGREEMENT, dated as of January 3, 1994, by and among WGIM Acquisition
Corporation, a corporation organized under the laws of Canada (the “Company”), the persons
listed as “Selling Shareholders” on the signature pages hereof (collectively, the “Selling
Shareholders”), Xxxxxxxxxxx Xxxxxxx Partners, L.P., a Delaware limited partnership, Xxxxxxxxxxx
Xxxxxxx Offshore Partners, L.P., a Delaware limited partnership (the two immediately preceding
parties referred to herein collectively as “WP”), Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”),
Xxxxxxx X. Xxxxxxx (“Xxxxxxx” and, together with Wechsler, the “GW Shareholders”)
and Xxxxxxx Xxxxxxxx (“Xxxxxxxx”); the Selling Shareholders and Trumbull being collectively
referred to herein as the “Original Shareholders”; the Selling Shareholders, the GW
Shareholders, Trumbull and WP sometimes being collectively referred to herein as the
“Shareholders”.
W I T N E S S E T H:
WHEREAS, the Company has entered into a Share Purchase Agreement dated as of the date hereof
(the “Acquisition Agreement”) with the Selling Shareholders pursuant to which the Company
has agreed, subject to the terms and conditions thereof, to purchase all of the outstanding shares
of common stock of Imax Corporation, a corporation organized under the laws of Canada
(“Imax”) (the “Acquisition”) from the Selling Shareholders;
WHEREAS, upon the Closing (as defined in the Acquisition Agreement), each of Xxxxxxx and
Xxxxxxxx will be the registered holder and beneficial owner of an aggregate of 323,728 common
shares of the Company (the “Common Stock”) and warrants (the “GW Warrants”) to
purchase 143,879 shares of Common Stock;
WHEREAS, upon the Closing, WP will be the registered holder and beneficial owner of 240,000
Class A Preferred Shares (“Class A Preferred Shares”) of the Company and warrants
(“Warrants”) to purchase 3,107,786 shares of Common Stock;
WHEREAS, upon the Closing, each Selling Shareholder will be the registered holder and
beneficial owner of such number of Class B Convertible Preferred Shares (“Class B
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Preferred
Shares”) of the Company and of such number of
Class C Preferred Shares (“Class C Preferred Shares” which, together with Class A
Preferred Shares and Class D Preferred Shares, are referred to collectively herein as the
“Preferred Stock” of the Company), in each case set forth opposite such shareholder’s name
on Schedule A hereto;
WHEREAS, Trumbull has entered into an Agreement (the “Agreement”) to sell all the
shares of the Trumbull Company, Inc., a Delaware corporation (“TCI”) to the Company in
return for 60,000 Class D Preferred Shares (“Class D Preferred Shares”) of the Company and
employee stock options (“Options”) to purchase 129,491 shares of Common Stock.
WHEREAS, the Shareholders desire to enter into an agreement to provide for certain
restrictions on the transferability of Shares (as hereinafter defined) held by the Original
Shareholders, pursuant to which the Original Shareholders are granted registration rights with
respect to their Shares in the manner and for the purposes specified herein, and to provide for
certain other matters, all as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good
and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Definitions
The terms set forth below shall have following definitions:
“Acquisition” has the meaning set forth in the Recitals hereto.
“Acquisition Agreement” has the meaning set forth in the Recitals hereto.
“Act” means the Securities Act of 1933, as amended.
“Advice” has the meaning set forth in Section 4(b) hereof.
“Affiliate” of any Person means a Person that directly, or indirectly through one or
more intermediaries, controls, is controlled by or is under common control with such Person. A
Person shall be deemed to “control” (including the correlative meanings, the terms “controlling”,
“controlled by”, and “under common control with”) another Person if the
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controlling Person
possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies, of the controlled
Person, whether through ownership of voting securities, by contract or otherwise.
“Class A Preferred Shares” has the meaning set forth in the Recitals hereto.
“Class B Preferred Shares” has the meaning set forth in the Recitals hereto.
“Class C Preferred Shares” has the meaning set forth in the Recitals hereto.
“Class D Preferred Shares” has the meaning set forth in the Recitals hereto.
“Closing” has the meaning set forth in the Recitals hereto.
“Come Along Notice” has the meaning set forth in Section 2(e) hereof.
“Commission” has the meaning set forth in Section 4(b) hereof.
“Common Stock” has the meaning set forth in the Recitals hereto.
“Company” has the meaning set forth in the introductory paragraph hereto;
provided that, after the effectiveness of the amalgamation referred to in Section 3, all
references herein to the “Company” shall refer to the new corporation formed by such amalgamation.
“Exchange Act” has the meaning set forth in Section 4(e) hereof.
“GW Warrants” has the meaning set forth in the Recitals hereto.
“Imax” has the meaning set forth in the Recitals hereto.
“Inspectors” has the meaning set forth in Section 4(b) hereof.
“NASD” has the meaning set forth in Section 4(b) hereof.
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“Original Shareholders” has the meaning set forth in the introductory paragraph
hereto.
“Person” means any individual, corporation, partnership, joint venture, trust,
unincorporated or governmental organization or any agency or political subdivision thereof.
“Piggyback Registration” has the meaning set forth in Section 4(a) hereof.
“Preferred Stock” has the meaning set forth in the Recitals hereto.
“Proposed Registration” has the meaning set forth in
Section 4(a) hereof.
“Prospective Transferee” has the meaning set forth in Section 2(d) hereof.
“Records” has the meaning set forth in Section 4(b) hereof.
“Registration Expenses” has the meaning set forth in Section 4(d) hereof.
“Registrable Securities” means the shares of Common Stock issuable upon conversion of
the Class B Preferred Shares, but with respect to any such share, only so long as such share
continues to be a Restricted Security.
“Restricted Security” means a share of Common Stock or a share of Preferred Stock (or
a share of Common Stock issuable upon conversion of Preferred Stock) until such time as such share
(i) has been effectively registered under the Act and disposed of in accordance with the
registration statement covering it, (ii) has been sold publicly pursuant to Rule 144 (or any
similar provision then in force) under the Act, or (iii) has been otherwise transferred and the
Company has delivered a new certificate or other evidence of ownership for it not subject to any
legal or other restriction and not being a legend restricting its transfer without registration or
an exemption therefrom.
“Second Anniversary” means the second anniversary of the Closing.
“Shares” means the Preferred Stock, the Warrants, the GW Warrants, and the Common
Stock, including the Common Stock
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issuable upon conversion of the Class B Preferred Shares and upon exercise of the Warrants, as
the context requires.
“Shareholders” has the meaning set forth in the introductory paragraph hereto.
“Subsidiary” means any corporation or other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the Board of
Directors of their equivalents of such Person shall, at the time as of which any determination is
being made, be owned by the Company, either directly or through Subsidiaries.
“Take-Along Notice” has the meaning set forth in Section 2(d) hereof.
“transfer” has the meaning set forth in Section 2(a) hereof.
“Warrants” has the meaning set forth in the Recitals hereto.
“WP” has the meaning set forth in the introductory paragraph hereto.
Section 2. Restrictions on Transfers of Shares and Rights of Co-Sale; Financial
Statements.
(a) Restrictions on Transfers of Shares. No transfer, sale, assignment, pledge or
other hypothecation or disposition, voluntary or involuntary (each, a “transfer”), of
Shares held by an Original Shareholder shall be valid unless the terms and conditions of this
Agreement shall have been complied with. Any attempted transfer in violation of the terms and
conditions of this Agreement shall be ab initio void.
(b) Legends. (i) The Company shall be entitled to affix to each certificate
evidencing Shares held by an Original Shareholder a legend in substantially the following form:
“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES
WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION
WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AS SET
FORTH IN A SHAREHOLDERS’ AGREEMENT, DATED AS OF JANUARY 3, 1994, A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF
TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL
SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.”
(ii) In the event that any Shares held by an Original Shareholder shall cease to be
Restricted Securities, the Company shall, upon the written request of the holder thereof, issue to
such holder a new certificate evidencing such Shares without the first paragraph of the legend
required by Section 2(b)(i) endorsed thereon. In the event that any Shares shall cease to be
subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the
written request of the holder thereof, issue to such holder a new certificate evidencing such
Shares without the second paragraph of the legend required by Section 2(b)(i).
(c) Certain Restrictions on Transfer. Each Original Shareholder agrees that he will
not, directly or indirectly, make or solicit any transfer of any Share held by such Shareholder
other than (i) any transfer to a person (A) by will or the laws of descent and distribution or (B)
by transfer of any kind for tax or estate planning purposes, provided, however,
that such transferee is (I) the issue or spouse of an Original Shareholder, (II) a company
controlled by any combination of an Original Shareholder, the issue or the spouse of an Original
Shareholder (provided that such company continues to be so controlled), or (III) any trust
established for the benefit of an Original Shareholder, the issue or the spouse of an Original
Shareholder, or any combination thereof; (ii) any transfer that is made in compliance with the
procedures, and subject to the limitations, set forth in Sections 2(d) and 2(e); (iii) any transfer
pursuant to an effective registration statement under the Act or under Rule 144 under the Act (or
any similar or successor rule). Notwithstanding the foregoing, except as otherwise expressly
provided in this Agreement, all transfers permitted by the foregoing clause (i) shall be subject
to, and shall not be made other than in compliance with, the provisions of Section 2(f).
(d) Take-Along Right. If any of WP, Xxxxxxx or Xxxxxxxx, as the case may be, proposes
to sell or transfer any of their Shares (other than Preferred Stock) in one or more related
transactions which will result in a sale or transfer
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by WP, Xxxxxxx or Wechsler, as the case may be, of a majority of the aggregate number of
Shares held by such parties, then WP, Xxxxxxx or Xxxxxxxx, as the case may be, shall
promptly give written notice thereof (a “Take-Along Notice”) to the Original Shareholders
at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall
specify the precise number of Shares or percentage of holdings to be sold or transferred and shall
describe in reasonable detail the proposed sale or transfer including, without limitation, the name
and address of the prospective purchaser or transferee of the Shares (such purchaser or transferee
and any other purchaser or transferee of the Shares permitted under this Agreement being a
“Prospective Transferee”), the number of and type of the Shares to be sold or transferred,
the proposed amount and form of the conditions of payment thereof offered by the Prospective
Transferee, that the Prospective Transferee has been informed of the take-along right in this
Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other
material terms or conditions of the sale or transfer. Each Original Shareholder shall have the
right, exercisable upon written notice (the “Acceptance Notice”) delivered to WP, Xxxxxxx
or Wechsler, as the case may be, within 15 days after such receipt of the Take-Along Notice, to
participate in such sale or transfer on the same terms and conditions as set forth in the
Take-Along Notice. The Acceptance Notice shall state that such Original Shareholder wishes to
transfer Shares to the Prospective Transferee on the terms described in the Take-Along Notice, and
shall state the number of Shares thereof that such Original Shareholder wishes to include in the
proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall
have the right to sell a number of Shares equal to the product obtained by multiplying (i) the
aggregate number of Shares covered by the Take-Along Notice by (ii) a fraction the numerator of
which is the number of Shares owned by the Original Shareholders at the time of the sale or
transfer and the denominator of which is the number of Shares owned by WP, the GW Shareholders and
the Original Shareholders at the time of such sale or transfer. For purposes of this Section 2(d),
the number of Shares owned by a party shall be the number of shares of Common Stock owned by such
party assuming that such party exercises all of its exchange, conversion and subscription and
similar rights with respect to all securities of the Company.
(e) Come-Along Right. If any of WP, Xxxxxxx or Xxxxxxxx, as the case may be,
determines to transfer all of their Shares in one or more related transactions which will result in
a transfer by WP, Xxxxxxx or Wechsler, as the case may be, of a majority of the aggregate number of
Shares held
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by such parties, and it wishes to require the Original Shareholders to sell their Shares in
such sale, then WP,
Xxxxxxx or Xxxxxxxx, as the case may be, shall give written notice thereof (the “Come-Along
Notice”) to the Original Shareholders, at least 20 days prior to such transfer. Such notice
shall describe in reasonable detail the proposed transfer by WP, Xxxxxxx or Wechsler, as the case
may be, including, without limitation, the name and address of the Prospective Transferee, the
number and type of the Shares proposed to be transferred, the proposed amount and form of the
consideration to be paid and the terms and conditions of payment thereof offered by the Prospective
Transferee and any other material terms or conditions of the transfer. Each Original Shareholder
shall be required to sell all of his Shares to such third party or parties concurrently with the
sale by WP, Xxxxxxx or Xxxxxxxx, as the case may be, of its Shares, on the terms and conditions
approved by WP, Xxxxxxx or Wechsler, as the case may be, subject to the consideration per Share to
be received by such Original Shareholder being identical to the consideration per Share being
received by WP, Xxxxxxx or Xxxxxxxx, as the case may be.
(f) Transferees to Execute Agreement. Each Original Shareholder agrees that it will
not directly or indirectly make any transfer of any Shares held by such Original Shareholder,
unless, prior to the consummation of any such transfer, the Prospective Transferee (i) executes and
delivers to the Company an agreement, in form and substance satisfactory to the Company, whereby
such Prospective Transferee confirms that, with respect to the Shares that are the subject of such
transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and
agrees to be bound by all the terms of this Agreement and (ii) unless the Company otherwise agrees
in writing, delivers to the Company an opinion of counsel, satisfactory in form and substance to
the Company, to the effect that the agreement referred to above that is delivered by such
Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee
enforceable against such Prospective Transferee in accordance with its terms. Upon the execution
and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next
preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause
(ii) of the next preceding sentence, such Prospective Transferee shall be deemed an “Original
Shareholder” for the purposes of this Agreement, and shall have the rights and be subject to the
obligations of an Original Shareholder hereunder with respect to the Shares transferred to such
Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall
not
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apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.
(g) Financial Statements. The Company will furnish to the Shareholders,
contemporaneously with holders of the Company’s debt securities, audited consolidated financial
statements of the Company, including a balance sheet, income statement, statement of surplus and
statement of changes in financial position, together with notes thereto and setting forth the
corresponding figures of the previous year in comparative form.
Section 3. Amalgamation. Each party hereto acknowledges that, immediately following
the Closing, Imax, a wholly-owned subsidiary of the Company, will amalgamate with the Company,
pursuant to which, among other things, all Shares shall be Shares of the corporation continuing
following such amalgamation. Each party hereto agrees to vote all Shares, if any, held by such
party entitled to a vote thereon, in favour of such amalgamation and to cause its respective
directors to vote in favor of such amalgamation. From and after such amalgamation, all references
herein to the “Company” shall refer to the new corporation continuing following such amalgamation.
Section 4. Registration Rights.
(a) Piggyback Registration Rights.
(1) Right to Piggyback. Subject to the last sentence of this paragraph (1), whenever
the Company proposes to register any shares of Common Stock under the Act at any time after the
Second Anniversary, other than (A) a registration statement on Form S-4 or S-8 (or any successor
forms or comparable foreign forms) or filed in connection with an exchange offer or (B) an offering
of securities solely to the Company’s existing shareholders (a “Proposed Registration”),
and the registration form to be used may be used for the registration of the Registrable Securities
(a “Piggyback Registration”), the Company will give prompt written notice to each Original
Shareholder of its intention to effect such a registration and will, subject to Section 4(a)(2)
hereof, include in such Piggyback Registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein from each Original Shareholder within
15 days after receipt of the Company’s notice, provided that if, at any time after giving
written notice of its intention to register any shares of Common Stock and prior to the effective
date of the registration statement filed in connection with such
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registration, the Company shall determine for any reason not to register or to delay
registration of such shares, the Company may, at its election, give written notice of such
determination to each holder of Registrable Securities and, thereupon, (1) in the case of a
determination not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration, and (2) in the case of delay in registering, shall
be permitted to delay registering any Registrable Securities for the same period as the delay in
registering such other shares. Except as may otherwise be provided in this Agreement, Registrable
Securities with respect to which such
request for registration has been received will be registered by the Company and offered to the
public pursuant to this Section 4 on the same terms and subject to the same conditions applicable
to similar securities of the Company included in the Proposed Registration. No Original
Shareholder will be entitled to include Registrable Securities pursuant to this Section 4(a) (1) in
a registration statement relating to the initial public offering of shares of Common Stock (or
securities exchangeable or exercisable for or convertible into Common Stock, or the Common Stock
underlying such exchangeable or convertible securities).
If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus
with any Canadian securities regulatory authority or otherwise to qualify the shares of Common
Stock for distribution in any province of Canada (a “Canadian Offering”), the Original Shareholders
shall be entitled to participate in such Canadian Offering to the same extent and on the same terms
and conditions (before, during and after the Canadian Offering), mutatis mutandis,
as they are entitled to participate in the Piggyback Registration under this Agreement.
(2) Priority of Piggyback Registrations. If the managing underwriter or underwriters
advise the Company that in its or their opinion the number or type of securities proposed to be
sold in a registration statement exceeds the number or type which can be sold in such offering (a)
at a price reasonably related to the then current market value of such securities, or (b) without
otherwise materially and adversely affecting the entire offering, then the Company will include in
such registration the number or type of Registrable Securities which, in the opinion of such
underwriter or underwriters, can be sold as follows without having the adverse effect referred to
above: (i) first, all the securities that the Company proposed to sell for its own account
or is required to register on behalf of any third party exercising demand registration rights and
(ii) second,
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to the extent that the number of securities described in clause (i) above is less than the
number of securities that the Company has been advised can be sold in such offering without the
adverse effect referred to above, the Registrable Securities which have been requested to be
included in such registration under this Section 4(a) and all shares of Common Stock requested to
be included by third parties exercising rights similar to those granted in this Section 4(a), on a
pro rata basis (which shall be based on the number of shares of Common Stock then owned by each
holder of Registrable
Securities and each such other party, assuming exercise by them of all exchange, conversion,
subscription and similar rights with respect to all securities of the Company).
(b) Registration Procedures. With respect to any Piggyback Registration, the Company
will, as expeditiously as practicable:
(1) prepare and file with the Securities and Exchange Commission (the
“Commission”) a registration statement which includes the Registrable Securities and
use all reasonable efforts to cause such registration statement to become effective;
(2) prepare and file with the Commission such amendments and post-effective amendments
to the registration statement as may be necessary to keep the registration statement
effective for a period of not less than 90 days (or such shorter period which will terminate
when all Registrable Securities covered by such registration statement have been sold or
withdrawn) cause
the prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act; and comply with the provisions
of the Act applicable to it with respect to the disposition of all securities covered by such
registration statement during the applicable period in accordance with intended methods of
disposition by the sellers thereof set forth in such registration statement or supplement to
the prospectus;
(3) furnish to any holder of Registrable Securities included in such registration
statement and the underwriter or underwriters, if any, without charge, at
least one confirmed copy of the registration statement and any post-effective amendment
thereto, upon request, and such number of copies of the prospectus (including each
preliminary prospectus) and any amendments or supplements thereto, and any documents
incorporated by reference therein, as such holder or underwriter may
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request in order to facilitate the disposition of the Registrable Securities being sold by
such holder (it being understood that the Company consents to the use of the prospectus and
any amendment or supplement thereto by each holder holding Registrable Securities covered by
the registration statement and the underwriter or underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto);
(4) notify each holder of Registrable Securities included in such registration
statement, at any time when a prospectus relating thereto is required to be delivered under
the Act, when the Company becomes aware of the occurrence of any event as a result of which
the prospectus included in such registration statement (as then in effect) contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the circumstances under which they were
made) not misleading and, as promptly as practicable at the request of such holder, prepare
and file with the Commission and furnish a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(5) use all reasonable efforts to cause all Registrable Securities included in such
registration statement to be listed on each securities exchange on which the Common Stock is
then listed, if any;
(6) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of the registration statement at the earliest possible moment;
(7) on or prior to the date on which the registration statement is declared effective,
use all
reasonable efforts to register or qualify, and cooperate with the holders of Registrable
Securities included in such registration statement, the underwriter or underwriters, if any,
and their counsel, in connection with the registration or qualification of the Registrable
Securities covered by the registration statement for
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offer and sale under the securities or blue sky laws of each state and other jurisdiction as
any such holder or underwriter reasonably requests in writing, to use all reasonable efforts
to keep each such registration or qualification effective, including through new filings, or
amendments or renewals, during the period such registration statement is required to be kept
effective and to do any and all other acts or things necessary or advisable to enable the
disposition in all such jurisdictions of the Registrable Securities covered by the applicable
registration statement; provided, that the
Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(8) cooperate with the holders of Registrable Securities covered by the registration
statement and the
managing underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends) representing securities to be
sold under the registration statement, and enable such securities to be in such denominations
and registered in such names as the managing underwriter or underwriters, if any, or such
holders may request;
(9) use all reasonable efforts to cause the Registrable Securities covered by the
registration statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such securities;
(l0) enter into such customary agreements (including, without limitation, an
underwriting agreement in customary form) and take all such other actions as the holders of a
majority of the Registrable Securities being sold or the underwriters retained by the holders
participating in an underwritten public offering, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities;
(11) make available for inspection by any holder of Registrable Securities included in
such registration statement, any underwriter participating in any disposition pursuant to
such registration statement, and
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any attorney, accountant or other agent retained by any such seller or underwriter
(collectively, the “Inspectors”) all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable the Inspectors to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such Inspector in connection with such registration statement;
provided that Records which the Company determines, in good faith, to be confidential
and which it notifies the Inspectors are confidential shall not be disclosed to the
Inspectors;
(12) use all reasonable efforts to obtain a “cold comfort” letter from the Company’s
independent public accountants and an opinion of outside counsel to the Company, each in
customary form and covering matters of
the type customarily covered by “cold comfort” letters or opinions of counsel; and
(13) cooperate with each seller of Registrable Securities and each underwriter
participating in the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the National Association of
Securities Dealers, Inc. (the “NASD”).
Each holder of Registrable Securities, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 4(b)(4) will forthwith
discontinue disposition of the Registrable Securities until such holder’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 4(b)(4) or until it
is advised in writing (the “Advice”) by the Company that the use of the prospectus
may be resumed and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so directed by the Company, such holder
will, or will request the managing underwriter or underwriters, if any, to deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such
holder’s possession, of the prospectus covering such Registrable Securities current at the
time of receipt of such notice. In the
event the Company shall give any such notice, the time periods mentioned in Section 4(b)(2) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including
event the Company shall give any such notice, the time periods mentioned in Section 4(b)(2) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including
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the date when each seller of Registrable Securities covered by each registration statement
shall have received the copies of the supplemented or amended prospectus contemplated by
Section 4(b)(4) or the Advice.
(c) Holdback Arrangements.
(1) Restrictions on Public Sale by Holders of Registrable Securities. To the
extent not inconsistent with applicable law, each holder whose Registrable Securities are
included in an underwritten registration statement agrees not to effect any public sale or
distribution of the securities being registered or a similar security of the Company, or any
securities
convertible into or exchangeable or exercisable for such
securities, including a sale pursuant to Rule 144 under the Act, during the 14 days prior to,
and during the
30-day period beginning on, the effective date of such registration statement, if and to the
extent requested by the managing underwriter or underwriters of such underwritten public
offering, other than pursuant to such underwritten public offering.
(2) Restrictions on Public Sale by the Company and Others. The Company, WP,
each of Xxxxxxx and Xxxxxxxx and each Original Shareholder agree (i) not to effect any public
sale or distribution of any securities similar to those being registered, or any securities
convertible into or exchangeable or exercisable for such securities (other than any such sale
or distribution of such securities pursuant to registration of such securities on Form S-4 or
S-8 or any successor forms or comparable foreign forms or any such sale or distribution of
such securities in connection with any merger, amalgamation or consolidation involving the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of the capital
equity or substantially all of the assets of any other Person) during the 14 days prior to,
and during the 30-day period beginning on, the effective date of any registration statement
except as part of such registration statement; and (ii) that any agreement entered into after
the date of this Agreement pursuant to which the Company issues or agrees to issue any
privately placed securities shall contain a provision under which holders of such securities
agree not to effect any public sale or distribution of any such securities during the periods
described in (i) above, in each case including a sale pursuant to Rule 144 (or any similar
provision then in force) under the Act (except as part of any such registration, if
permitted) provided, however, that the provisions of this Section 4(c)(2)
shall
16
not prevent the conversion or exchange of any securities pursuant to their terms into or
for other securities.
(3) Other Registrations. If the Company has previously filed a registration
statement with respect to any of its Registrable Securities, and if such previous
registration has not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its Registrable Securities under the Act (except on
Form S-4 or S-8 or any successor forms or comparable foreign forms) whether on its own behalf
or at the request of any holder or holders of Registrable Securities, until a period of at
least six months has elapsed from the effective date of such previous registration.
(d) Registration Expenses. All of the costs and expenses of each registration
hereunder, including, without limitation, all registration and filing fees, all fees and
expenses associated with filings required to be made with the NASD (including, if applicable,
the fees and expenses of any “qualified independent underwriter”
as such term is defined in Schedule E of the By-laws of the NASD, and of its counsel) as may
be required by the rules and regulations of the NASD, fees and expenses of compliance with
securities or blue sky laws of any jurisdiction (including reasonable fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities),
printing expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and fees and disbursements of counsel
for the Company and its independent certified public accountants (including the expenses of
any special audit or comfort letters required by or incident to such performance) securities
act liability insurance (if the
Company elects to obtain such insurance), the fees and expenses of any special experts
retained by the Company in connection with such registration, fees and expenses of other
persons retained by the Company (but not
including any underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities or fees or expenses of counsel for holders of Registrable Securities,
all of which shall be for the account of such
holders) (all such expenses being herein called “Registration Expenses”), will be
borne by the Company.
17
(e) Indemnification; Contribution.
(1) Indemnification by the Company. The Company agrees to indemnify and hold
harmless each selling holder of Registrable Securities, its officers, directors, agents,
employees, partners and Affiliates and each Person, if any, who controls such selling holder
within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation) arising out
of or based upon any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus relating to the Registrable Securities
or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses arise out of, or are
based upon, any such untrue statement or omission based upon information with respect to such
selling holder furnished in writing to the Company by such selling holder expressly for use
therein. The Company also agrees to indemnify any underwriters of the Registrable
Securities, their officers, directors, agents, employees, partners and Affiliates and each
Person who controls such underwriters on substantially the same basis as that of the
indemnification of the selling holders provided in this Section 4(e).
(2) Conduct of Indemnification Proceedings. If any action or proceeding
(including any governmental investigation) shall be brought or asserted against any selling
holder (or any of its officers, directors, agents, employees, partners or Affiliates) or any
Person controlling any such selling holder in respect of which indemnity may be sought from
the Company, the Company shall be permitted, unless in the reasonable judgment of such
indemnified party a conflict of interest may exist between such indemnified party and the
Company with respect to such claim, to assume the defense thereof, including the employment
of counsel reasonably satisfactory to such selling holder, and shall assume the
payment of all expenses. Whether or not such defense is assumed by the Company, the Company
shall not be liable for any settlement of any such action or proceeding effected without its
written consent. The Company will
18
not consent to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation. If the Company
is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated
to pay the fees and expenses of more than one counsel with respect to such claim, unless in
the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim,
in which event the Company shall be obligated to pay the fees and expenses of such additional
counsel or counsels. Any selling holder entitled to indemnification hereunder agrees to give
prompt written notice to the Company after
the receipt by such selling holder of any written notice of the commencement of any action,
suit, proceeding or investigation or threat thereof made in writing for which such selling
holder will claim indemnification or contribution pursuant to this Agreement.
(3) Indemnification by Holders of Registrable Securities. Each selling holder
of Registrable Securities agrees to indemnify and hold harmless the Company, its officers,
directors, agents, employees, partners and Affiliates, and each Person, if any, who controls
the Company within the meaning of either Section
15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to the selling holders of Registrable Securities, but only with respect to
information furnished in writing by such selling holder with respect to such selling holder
expressly for use in any registration statement or prospectus relating to the Registrable
Securities which contained a material misstatement of fact or omission of a material fact, or
any amendment or supplement thereto,
or any preliminary prospectus. In case any action or proceeding shall be brought against the
Company or its officers, directors, agents, employees, partners or Affiliates, or any such
controlling Person, in respect of
which indemnity may be sought against any selling holder, such selling holder shall have the
rights and duties given to the Company, and the Company or its officers, directors, agents,
employees, partners or Affiliates, or
such controlling Person shall have the rights and duties given to such selling holders by
Section 4(e)(2).
Each selling holder of Registrable Securities also agrees to indemnify and hold harmless
underwriters of the
19
Registrable Securities, their officers, directors, agents, employees, partners and
Affiliates, and each Person who controls such underwriters on substantially the same basis as
that of the indemnification of the Company provided in this Section 4(e)(3).
(4) Contribution. If the indemnification provided for in this Section 4(e) is
unavailable to the Company, the selling holders or the underwriters in respect of any losses,
claims, damages, liabilities or judgments referred to herein, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages, liabilities
and judgments in such proportion as is appropriate to reflect the relative fault of the
indemnifying parties and indemnified parties in connection with such statements or omissions
which resulted in such losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement of omission.
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4(e)(4) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable consideration referred to
in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, liabilities, or
judgments referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4(e)(4),
no underwriter shall be required to contribute any amount in excess of the amount by which
the total price at which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such underwriter
has otherwise been required to pay by reason of such
20
untrue or alleged untrue statement or omission or alleged omission, and no selling holder
shall be required to contribute any amount in excess of the amount by which the total price
at which the Registrable Securities of such selling holder were offered to the public exceeds
the amount of any damages which such selling holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.
(f) Participation in Underwritten Registrations. No holder of Registrable
Securities may participate in
any underwritten registration hereunder unless such holder (i) agrees to sell its securities
on the basis provided in any underwriting arrangements approved by the holders as provided
herein and (ii) completes and executes all questionnaires, powers of attorneys, indemnities,
underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and these registration
rights.
(g) Participation under Rule 144. The Company covenants that it will file any
reports required to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any holder of Registrable Securities, make
publicly available other information so long as necessary to permit sales under Rule 144
under the Act) and that it will take such further action as the holders of Registrable
Securities may reasonably request, all to the extent required from time to time to enable the
holders of Registrable Securities to sell Registrable Securities without registration under
the Act within the limitation of the exemption provided by Rule 144, as it may be amended
from time to time (or any similar rule or regulation hereafter adopted by the Commission).
(h) Termination. This Section 4 shall continue in full force and effect until
none of the Shares are Registrable Securities, except that paragraph (e) shall survive any
termination of this Section 4.
Section 5. Miscellaneous.
21
(a) Effectiveness. The provisions of this Agreement shall be effective as of the
Closing Date (as defined in the Acquisition Agreement).
(b) Termination. The provision of Section 2(c) shall terminate on the Second
Anniversary. The provisions of Section 2(d) and 2(e) shall terminate on the tenth anniversary of
the Closing. The provisions of Section 2(a) and (b) and Section 3 shall survive indefinitely. The
provisions of Section 4 shall terminate as provided in Section 4(h).
(c) Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written of the parties.
(d) Amendments, etc. This Agreement can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
(e) Severability. If any provision of this Agreement is invalid or unenforceable, the
balance of this Agreement shall remain in full force and effect and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision were omitted.
(f) Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
(g) Notices. All communications provided for under this Agreement shall be in writing
and shall be delivered by hand or by first-class regular mail, postage prepaid, to the following
addresses, or such other addresses as shall be given by notice delivered hereunder, and shall be
deemed to have been given on the day of personal delivery thereof or the third business day after
such mailing:
If to WP, to:
Xxxxxxxxxxx Xxxxxxx & Co., Inc.
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
22
Xxxxxxxxxxx Xxxxxxx Partners, L.P.
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
Xxxxxxxxxxx Xxxxxxx Offshore Partners, L.P
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. Xxxxxxxx Xxxxxxx
with a copy to:
Xxxx & Xxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
If to Xxxxxxx or Xxxxxxxx, to:
Xxxxxxx X. Xxxxxxxx
00 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
and
Xxxxxxx X. Xxxxxxx
0 Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
0 Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to the Company, to:
If to Trumbull, to:
The Trumbull Company, Inc.
X.X. Xxx 000
X.X. Xxx 000
00
Xxxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Xxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
with a copy to:
Xxxxxxx Xxxxxxxx
X.X. Xxx 00
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
X.X. Xxx 00
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
If to a Selling Shareholder, to the address set forth in Exhibit A for such
Shareholder,
or to such other Persons or at such other addresses as shall be furnished by any such party by like
notice given to the other parties of this Agreement.
(h) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the Province of Ontario and to laws of Canada applicable therein.
(i) Benefit; Successors and Assigns. Except as otherwise provided herein, this
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided, however, that this Agreement
shall not inure to the benefit of any Prospective Transferee unless such Prospective Transferee
shall have complied with the terms of Section 2(f). No Original Shareholder may assign any of its
rights hereunder to any Person other than a transferee that has complied with the requirements of
Section 2(f) in all respects to the extent required thereby. Nothing in this Agreement either
express or implied is intended to confer on any person other than the parties hereto and their
respective successors and permitted assigns, any rights, remedies or obligations under or by reason
of this Agreement.
(j) Injunctive Relief. Each party recognizes that in the event such party fails to
perform, observe or discharge any of such party’s obligations or liabilities under this Agreement,
no remedy at law will provide adequate relief to the injured parties, and agree that the injured
parties shall be entitled to temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages and without being required to post a bond or other security.
(k) Limitation of Liability. No personal liability or responsibility of either GW
Shareholder shall at any time be enforceable against either GW Shareholder on account of any
representation, warranty, undertaking, covenant or agreement
24
made by it hereunder, either express or implied, all such personal liability, if any, being
expressly waived by each party to this Agreement and by all Persons claiming by, through or under
any such party, provided that any party to this Agreement making claim hereunder may
realize upon the Securities held by each GW Shareholder for satisfaction of the same.
(l) Execution in Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
as of the day and year first above written.
| WGIM ACQUISITION CORPORATION | ||||||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |||||
| Name: Xxxxxxx X. Xxxxxxxx | ||||||
| Title: President | ||||||
| XXXXXXXXXXX XXXXXXX PARTNERS, L.P. | ||||||
| By Xxxxxxxxxxx Xxxxxxx Management Partners, Inc. | ||||||
| its general partner | ||||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
| XXXXXXXXXXX XXXXXXX OFFSHORE PARTNERS, L.P. | ||||||
| By Xxxxxxxxxxx Xxxxxxx Management Partners, Inc. | ||||||
| its general partner | ||||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||||
| Xxxxxxx X. Xxxxxxx | ||||||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||||
| Xxxxxxx X. Xxxxxxxx | ||||||
| /s/ Xxxxxxx Xxxxxxxx | ||||||
| Xxxxxxx Xxxxxxxx | ||||||
25
Xxxxxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxx Xxxxxx | ||||||
Xxxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxx | ||||||
Xxxxxxx X. Xxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx X. Xxxxx | ||||||
X.X. Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
| X.X. Xxxxxxxxxx | ||||||
Xxxxx Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxxxxx | ||||||
Xxxxxx Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxxxxxx | ||||||
Xxxxxx Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxxxxxx | ||||||
Xxxxx Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxxxxx | ||||||
W.A. Breukelman
|
by | * | as attorney-in-fact | |||
| W.A. Breukelman | ||||||
Canmont Investment Corp. Ltd.
|
by | * | as attorney-in-fact | |||
| Canmont Investment Corp. Ltd. | ||||||
Xxxxx X. Xxxxxxx, Xx.
|
by | * | as attorney-in-fact | |||
| Xxxxx X. Xxxxxxx, Xx. | ||||||
Xxxxxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxxx Xxxxxxx |
26
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxxx | ||||||
434786 Ontario Limited
|
by | * | as attorney-in-fact | |||
| 434786 Ontario Limited | ||||||
434787 Ontario Limited
|
by | * | as attorney-in-fact | |||
| 434787 Ontario Limited | ||||||
Xxxxx X. Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx X. Xxxxxxx | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx Xxxxxxx | ||||||
Charlford Investments Inc.
|
by | * | as attorney-in-fact | |||
| Charlford Investments Inc. | ||||||
Xxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxx Xxxxxxx | ||||||
Xxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxx Xxxxxxx | ||||||
Xxxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx Xxxxxxx | ||||||
Daedalus Investments Ltd.
|
by | * | as attorney-in-fact | |||
| Daedalus Investments Ltd. | ||||||
Xxxx X. Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxx X. Xxxxxxx |
27
Executronics Limited
|
by | * | as attorney-in-fact | |||
| Executronics Limited | ||||||
Xxxxxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx Xxxxxxxx | ||||||
Xxxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxxx | ||||||
Xxxxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxxxx | ||||||
Xxxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxxx | ||||||
Xxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxx Xxxx | ||||||
Xxxxxx Investments Ltd.
|
by | * | as attorney-in-fact | |||
| Xxxxxx Investments Ltd. | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxxxxx X. Xxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx X. Xxxxxx | ||||||
Graeholdings Ltd.
|
by | * | as attorney-in-fact | |||
| Graeholdings Ltd. | ||||||
Jano Holdings Inc.
|
by | * | as attorney-in-fact | |||
| Jono Holdings Inc. | ||||||
Xxxxx Xxxxxxx Keighley
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx Xxxxxxxx | ||||||
Xxxxxxxx Xxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxx Xxxx Xxxxxxxx |
28
Xxxxxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx Xxxx | ||||||
Xxxxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxx | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxx Xxxxxxx | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxxxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxxx Xxxxxxx | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxxx | ||||||
Xxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxx | ||||||
Xxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxx Xxxxxxx | ||||||
Xxxx X. XxXxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxx X. XxXxxxxxx | ||||||
Xxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxx |
29
Xxxxxxxx X. Xxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxx X. Xxx | ||||||
X. Xxxx Xxxx
|
by | * | as attorney-in-fact | |||
| G. Xxxx Xxxx | ||||||
Scocam Investment Corp.
|
by | * | as attorney-in-fact | |||
| Scocam Investment Corp. | ||||||
Sero Sed Xxxxx Inc.
|
by | * | as attorney-in-fact | |||
| Sero Sed Xxxxx Inc. | ||||||
Xxxxx Xxxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxx Xxxx | ||||||
Xxxxxxx X. Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxx X. Xxxx | ||||||
Xxxxxxxxx Xxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxxxxx Xxxx | ||||||
Xxxxxxx Xxx Productions Inc.
|
by | * | as attorney-in-fact | |||
| Xxxxxxx Xxx Productions Inc. | ||||||
Xxxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxx | ||||||
Xxxxx X. Wales, Jr.
|
by | * | as attorney-in-fact | |||
| Xxxxx X. Wales, Jr. | ||||||
Xxxxxx Xxxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxxx Xxxxxx Xxxxxxx | ||||||
Xxxxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxxx Xxxxxxx | ||||||
Xxxx X. Xxxxxxxxx
|
by | * | as attorney-in-fact | |||
| Xxxx X. Xxxxxxxxx |
| * | Xxxxxxx X. Xxxxxxxxxx, by signing his name hereto, does hereby sign this Shareholders Agreement on behalf of each of the Selling Shareholders after whose typed names asterisks appear pursuant to a power of attorney duly executed by each such Selling Shareholder. |
| By | /s/ Xxxxxxx X. Xxxxxxxxxx | |||
| Attorney-in-fact | ||||
| /s/ Xxxxxxx X. Xxxxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxxxx |
Schedule A
| Associated | Class B Convertible | Class C | ||||||||
| Selling Shareholder | Group B Seller | Preferred Shares | Preferred Shares | |||||||
Xxxxxxxx Xxxxxx
|
1,448 | 290 | ||||||||
Xxxxx Xxxx
|
666 | 133 | ||||||||
Xxxxxxx X. Xxxxx
|
1,448 | 290 | ||||||||
X.X. Xxxxxxxxxx
|
1,293 | 259 | ||||||||
Xxxxx Xxxxxxxxxx
|
376 | 75 | ||||||||
Xxxxxx Xxxxxxxxxx
|
376 | 75 | ||||||||
Xxxxxx X. Xxxxxxxxxx
|
000 | 00 | ||||||||
Xxxxx Xxxxxxxxxx
|
376 | 75 | ||||||||
W. A. Breukelman
|
Executronics Limited | 1,546 | 309 | |||||||
Canmont Investment Corp. Ltd.
|
1,940 | 388 | ||||||||
Xxxxx X. Xxxxxxx, Xx.
|
000 | 00 | ||||||||
Xxxxxxxxx Xxxxxxx
|
405 | 81 | ||||||||
Xxxxx Xxxxxxx
|
405 | 81 | ||||||||
434786 Ontario Limited
|
579 | 116 | ||||||||
434787 Ontario Limited
|
5,417 | 1,083 | ||||||||
Xxxxx X. Xxxxxxx
|
434787 Ontario Limited | 00 | 0 | |||||||
Xxxxx Xxxxxxx
|
000 | 00 | ||||||||
Xxxxxxx Xxxxxxx
|
405 | 81 | ||||||||
Charlford Investments Inc.
|
985 | 197 | ||||||||
Xxx Xxxxxxx
|
434 | 87 | ||||||||
Xxxx Xxxxxxx
|
145 | 29 | ||||||||
Daedalus Investments Ltd.
|
5,174 | 1,035 | ||||||||
Xxxx X. Xxxxxxx
|
1,086 | 217 | ||||||||
Executronics Limited
|
19,961 | 3,992 | ||||||||
Xxxxxxx Xxxxxxxx
|
1,361 | 000 | ||||||||
Xxxxx Xxxxxxxx
|
16,912 | 3,382 | ||||||||
Xxxxxx Xxxxxxxx
|
Graeholdings Ltd. | 1,059 | 212 | |||||||
Xxxxx Xxxxxxxx
|
1,361 | 272 | ||||||||
Xxxx Xxxx
|
695 | 139 | ||||||||
Xxxxxx Investments Ltd.
|
956 | 191 | ||||||||
Xxxxx Xxxxxxx
|
550 | 110 | ||||||||
Xxxxxxx X. Xxxxxx
|
1,014 | 203 | ||||||||
Graeholdings Ltd.
|
22,635 | 4,527 | ||||||||
Janro Holdings Inc.
|
16,668 | 3,334 | ||||||||
Xxxxx Xxxxxxx Keighley
|
413 | 83 | ||||||||
Xxxxxxxx Xxxx Xxxxxxxx
|
413 | 83 | ||||||||
Xxxxxxx Xxxx
|
666 | 133 | ||||||||
Xxxxxx Xxxx
|
Sero Sed Xxxxx Inc. | 1,332 | 266 | |||||||
Xxxxx Xxxxxxx
|
Janro Holdings Inc. | 1,484 | 297 | |||||||
Xxxx Xxxxxxx
|
681 | 136 | ||||||||
Xxxxx Xxxxxxx
|
Janro Holdings Inc. | 1,149 | 230 | |||||||
Xxxxxxxxx Xxxxxxx
|
681 | 136 | ||||||||
Xxxxx Xxxxxxx
|
681 | 136 | ||||||||
Xxxxxx Xxxxxxx
|
681 | 136 | ||||||||
| Associated | Class B Convertible | Class C | ||||||||
| Original Shareholder | Group B Seller | Preferred Shares | Preferred Shares | |||||||
Xxxxx Xxxxxx
|
666 | 133 | ||||||||
Xxx Xxxxxxx
|
290 | 58 | ||||||||
Xxxx X. XxXxxxxxx
|
290 | 58 | ||||||||
Xxxxx Xxxxxx
|
64 | 13 | ||||||||
Xxxxxxxx X. Xxx
|
290 | 58 | ||||||||
G. Xxxx Xxxx
|
507 | 101 | ||||||||
Scocam Investment Corp.
|
19,842 | 3,968 | ||||||||
Sero Sed Xxxxx Inc.
|
22,564 | 4,513 | ||||||||
Xxxxx Xxxxx Xxxx
|
666 | 133 | ||||||||
Xxxxxxx X. Xxxx
|
Scocam Investment Corporation | 1,332 | 266 | |||||||
Xxxxxxxxx Xxxx
|
681 | 136 | ||||||||
Xxxxxxx Xxx Productions Inc.
|
579 | 116 | ||||||||
Xxxxxx Xxxxxx
|
290 | 58 | ||||||||
Xxxxx X. Wales, Jr.
|
290 | 58 | ||||||||
Xxxxxx Xxxxxxx
|
463 | 93 | ||||||||
Xxxxx Xxxxxxx
|
463 | 93 | ||||||||
Xxxx X. Xxxxxxxxx
|
290 | 58 | ||||||||
Exhibit A
Page 1 of 6
Page 1 of 6
Names and Addresses of Selling Shareholders
| NAMES OF SELLERS | ADDRESSES | |
Xxxxxxxx Xxxxxx
|
00 Xxxxxxx Xxxx Xxxxxxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxx
|
000 Xxxxxxxx Xxxxxx X. | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxx X. Xxxxx
|
00 Xxxxxxxxxx Xxxxxxxx | |
| XXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
X.X. Xxxxxxxxxx
|
0000 Xxxxxxxxxx Xxxxx | |
| XXXX XXXXXXXXX, Xxxxxxx Xxxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxxxxx
|
0000 Xxxxxxxx Xxxx | |
| XXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx Xxxxxxxxxx
|
0000 Xxxxxxxxx Xxxxxxxx | |
| XXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx X. Xxxxxxxxxx
|
00 Xxxxxxx Xxxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxxxxx
|
0000 Xxxxxxxxx Xxxxxxxx | |
| XXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
W. A. Breukelman
|
0000 Xxxxxxxxx Xxxxxxxx | |
| XXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Canmont Investment Corp. Ltd.
|
00X Xxxxxxxx Xxxxxx | |
| Xxx 000 Xxxx | ||
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx X. Xxxxxxx, Xx.
|
000 Xxxxxxxx Xxxxx | |
| XXXXXXXXXX, Xxxxxxx | ||
| 00000 | ||
Xxxxx Xxxxxxx
|
c/o Mrs. Xxxxx Xxxxx | |
| 0000 Xxxx Xxxxx Xxxxxx | ||
| XXXXXXXXX, Xxxxxxx Xxxxxxxx | ||
| X0X 0X0 |
Page 2 of 6
| NAMES OF SELLERS | ADDRESSES | |
Xxxxxxxxx Xxxxxxx
|
Sea to Sky Real Estate Ltd. | |
| X.X. Xxx 0000 | ||
| 0000 Xxxxxxx Xxxxxx | ||
| XXXXXXXX XXXXXXX, Xxxxxxx Xxxxxxxx | ||
| X0X 0X0 | ||
Xxxxx X. Xxxxxxx
|
X.X. # 0 | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxx
|
00 Xxxxx Xxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxx Xxxxxxx
|
X.X. # 0 | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Charlford Investments Inc.
|
Xxxxx 0000 | |
| Xxxxx xx Xxxxxx | ||
| XXXXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxx Xxxxxxx
|
00 Xxxxxxxxxxxx Xxxx | |
| Xxx 0 | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Daedalus Investments Ltd.
|
c/o Sontair Limited | |
| 0000 Xxxxx Xxxx Xxxx, Xxxxxx # 0 | ||
| XXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxx X. Xxxxxxx
|
00 Xxxxx Xxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxx Xxxxxxx
|
R. R. # 22 | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 |
Page 3 of 6
| NAMES OF SELLERS | ADDRESSES | |
Executronics Limited
|
c/o 00 Xxxxxxxx Xxxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
| Attention: X.X. Xxxxxxxxxx | ||
Xxxxxxx Xxxxxxxx
|
X.X. # 0 | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxxx
|
X.X. # 0 | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx Xxxxxxxx
|
X.X. # 0 Xxxxxx Xxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxxx
|
0000 Xxxxxxxxx Xxxxxx | |
| XXXXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxxx Xxxx
|
00 Xxxxxxx Xxxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx Investments Ltd.
|
Xxxxx 0000 | |
| Xxxxx xx Xxxxxx | ||
| XXXXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxx Xxxxxxx
|
00 Xxxxxxx Xxxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxx X. Xxxxxx
|
1430 Monk’s Passage | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Graeholdings Ltd.
|
X.X. # 0 Xxxxxx Xxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Janro Holdings Inc.
|
000 Xxxxxx xx xx Xxxxx | |
| X.X. # 0 | ||
| XXX, Xxxxxx | ||
| X0X 0X0 |
Page 4 of 6
| NAMES OF SELLERS | ADDRESSES | |
Xxxxx Xxxxxxx Keighley
|
0 XxXxxxx Xxxxxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxxx Xxxx Xxxxxxxx
|
0 XxXxxxx Xxxxxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxx Xxxx
|
00X Xxxxxx Xxxx | |
| Xxxxxxxxx 000 | ||
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx Xxxx
|
00X Xxxxxx Xxxx | |
| Xxxxxxxxx 000 | ||
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxx
|
000 Xxxxxx xx xx Xxxxx | |
| X.X. # 0 | ||
| XXXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxxx Xxxxxxx
|
x/x 000 Xxxxxx xx xx Xxxxx | |
| X.X. # 3 | ||
| ARUNDEL, Quebec | ||
| J0T 1A0 | ||
Xxxxx Xxxxxxx
|
000 Xxxxxx xx xx Xxxxx | |
| X.X. # 0 | ||
| XXXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxxxxxxxx Xxxxxxx
|
000 Xxxxxx xx xx Xxxxx | |
| R.R. # 3 | ||
| ARUNDEL, Quebec | ||
| J0T 1A0 | ||
Xxxxx Xxxxxxx
|
X.X. # 0 | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxx Xxxxxxx
|
000 Xxxxxxxxx Xxxxxx | |
| Xxxxxxxxx # 0 | ||
| XXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxx
|
0 Xxxxxxxx Xxxxx | |
| XXXXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 |
Page 5 of 6
| NAMES OF SELLERS | ADDRESSES | |
Xxx Xxxxxxx
|
000 Xxxxx Xxxxx | |
| XXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxx X. XxXxxxxxx
|
0000 Xxxxxxxxxx Xxxxx | |
| XXXXXXXXXX, Xxxxxxx | ||
| 00000 | ||
Xxxxx Xxxxxx
|
0000 Xxxxx 000 | |
| XXXXX-XXXX-XX-XX- | ||
| XXXXX, Xxxxxx | ||
| X0X 0X0 | ||
Xxxxxxxx X. Xxx
|
000 Xxxxxxxxx Xxxxxx Xxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
G. Xxxx Xxxx
|
000 Xxxxxxxxx Xxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Scocam Investment Corp.
|
000 Xxxx Xxxxx Xxxx | |
| X.X. #0 | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Sero Sed Xxxxx Inc.
|
00X Xxxxxx Xxxx | |
| Xxxxxxxxx 000 | ||
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
| ATTENTION: Xxxxxx Xxxx | ||
Xxxxx Xxxxx Xxxx
|
0000 Xxxxxxxx Xxxxxx Xxxxx | |
| Xxxx 00 | ||
| XXXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxx X. Xxxx
|
000 Xxxx Xxxxx Xxxx | |
| X.X. #0 | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxxxxxx Xxxx
|
0000 Xxxxxxxxxx Xxxxx | |
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 |
Page 6 of 6
| NAMES OF SELLERS | ADDRESSES | |
Xxxxxxx Xxx Productions Inc.
|
0000 Xxxxxxxxx Xxxxx | |
| XXXXXX, Xxxxxx | ||
| X0X 0X0 | ||
| ATTENTION: Xxxxxxx Xxx | ||
Xxxxxx Xxxxxx
|
R.R. # 4 | |
| 0 Xxxxxx Xxxxx | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx X. Wales, Jr.
|
0000 Xxxxx Xxxx Xxxx | |
| XXXXXXXXXX, Xxxxxxx | ||
| 00000 | ||
Xxxxxx Xxxxxxx
|
000 Xxxxxxxxx Xxxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxxx Xxxxxxx
|
00 Xxxxx Xxxx Xxxxx | |
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
Xxxx X. Xxxxxxxxx
|
00 Xxxxxxxxx Xxxxxx | |
| Xxxxxxxxx # 000 | ||
| XXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
434786 Ontario Limited
|
Xxxxxx Xxxxxxx | |
| Canadian General-Tower Ltd. | ||
| 00 Xxxxxxxxx Xxxxxx | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 | ||
434787 Ontario Limited
|
Xxxxx X. Xxxxxxx | |
| Canadian General-Tower Ltd. | ||
| 00 Xxxxxxxxx Xxxxxx | ||
| XXXXXXXXX, Xxxxxxx | ||
| X0X 0X0 |
