DATED 1998
(1) X. XXXXXXXX and OTHERS
(2) XXXXXXXXXX GRAPHICS, INC.
SUPPLEMENTAL AGREEMENT
----------------------
Mundays
Xxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxx, Xxxxx
Xxxxxx XX00 0XX
Telephone: 00000 000000
Ref: RAP/RAF/R13553
SUPPLEMENTAL AGREEMENT
----------------------
THIS SUPPLEMENTAL AGREEMENT is made the day of March 1998
BETWEEN
(1) The several persons who respective names and addresses are set out in
column 1 of the Schedule hereto other than the Trustees ("the Vendors");
and
(2) XXXXXXXXXX GRAPHICS, INC. a corporation organised under the laws of the
State of New Jersey, USA ("the Purchaser").
And is supplemental to an agreement dated 16th January 1998 and made between the
Vendors (other than the trustees as hereinafter defined) and the Purchaser
("the Main Agreement").
WHEREAS
(A) Under the Main Agreement the Vendors (other than the Trustees) agreed to
sell to the Purchaser, subject to the fulfilment of certain conditions, the
entire issued share capital of Roda Limited ("the Company").
(B) Subsequent to the Main Agreement and contemporaneously with the signing of
this Agreement, the share capital of the Company has been reorganised
pursuant to resolutions in the agreed terms and X. Xxxxxxxx, one of the
Vendors, has transferred certain shares of the Company to the Trustees No
1.
(C) The parties to the Main Agreement and the Trustees have agreed to vary the
Main Agreement as set out in this Supplemental Agreement.
(D) The Main Agreement remains conditional at the date hereof.
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NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions
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1.1 Definitions in the Main Agreement shall, save as varied herein, have the
same meaning in this agreement.
1.2 References to Schedule 1 in the Main Agreement shall be deemed to be
references to the Schedule to this supplemental agreement.
1.3 "Trustees No 1" means N.H. Furlonge and M.C.P. Furlonge, the trustees of
the Xxxxx Xxxxxxxx Family Trust.
1.4 "Trustees No 2" means N.H. Furlonge, X.X. Xxxxxxxx and M.C.P. Furlonge,
the trustees of the Xxxxx Xxxxxxxx Life Interest Trust.
1.5 "Trustees" means Trustees No 1 and Trustees No 2.
2. Variations to the Main Agreement
--------------------------------
2.1 There shall be deemed to be incorporated into the Main Agreement the
following amendments and variations:-
2.1.1 Page 1
-------
The existing recital (A) shall be deleted and there shall be
substituted therefor the following:-
(A) Roda Limited ("the Company"), a company registered in England
with number 3243754 has an authorised share capital of
(Pound) 1,020,000 divided into 115,415 "A" Ordinary Shares of
(Pound) 0.50 each, 1,800,000 "B" Ordinary Shares of (Pound)
0.50 each, 84,585 "C" Ordinary Shares of (Pound) 0.50 each
and 2,000,000 New Preference Shares of 1p each of which
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all of the said "A" Ordinary Shares, 200,000 of the said "B"
Ordinary Shares and all of the "C" Ordinary Shares are
issued and fully paid or credited as fully paid and are
owned by the shareholders of the Company in the proportions
shown opposite their respective names in column 2 of
Schedule 1. None of the New Preference Shares have yet been
issued.
2.1.2 Page 2
-------
The definition of "A Ordinary Shares" shall be deleted and there shall
be substituted therefor the following:-
"A Ordinary Shares" The 115,415 issued A Ordinary Shares of
(Pound) 0.50 each in the capital of the Company.
2.1.3 Page 3
-------
There shall be inserted a new definition as following:-
"C Ordinary Shares" The 84,585 issued C Ordinary Shares of
(Pound) 0.50 each in the capital of the Company.
2.1.4 Page 6
-------
There shall be inserted a new definition as follows:-
"New Preference Shares" The 2,000,000 unissued Preference Shares
of 1p each in the capital of the Company.
2.1.5 Page 7
-------
The definition of "Shares" shall be deleted and there shall be
substituted therefor the following:
- "Shares" Together the A Ordinary Shares and
the B Ordinary Shares;
2.1.6 Page 10
-------
In clause 2.2 the date "15 May 1998" shall be substituted in place of
the date "30 April 1998".
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2.1.7 Page 11
-------
In clauses 4.1 and 4.1.2, the figure of US$8,147,500 shall be deleted
and there shall be substituted the figure of US$6,309,755.
2.1.8 Page 20
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There shall be inserted a new clause 11.5 as follows:-
11.5 X. Xxxxxxxx shall procure that at completion the Trustees No
1 and the Trustees No 2 shall enter into a power of
attorney, and a deed of guarantee of the liabilities of X.
Xxxxxxxx hereunder, in the agreed terms, and provision of
such powers and guarantees shall be a condition of
Completion as if the same was required pursuant to clause
5.2. Notwithstanding clause 11.1, X. Xxxxxxxx may satisfy
his obligation to deposit moneys in the Retention account by
procuring that the Trustees No 2 place into the Retention
Account 132,000 New Preference Shares on terms that any sums
to be paid by X. Xxxxxxxx to the Purchaser from the
Retention Account shall be satisfied by the sale to the
Purchaser by the Trustees No 2 at 0.0001 xxxxx per New
Preference Share of such number of New Preference Shares
whose total redemption price (including premium) shall equal
the liability of X. Xxxxxxxx to be paid from the Retention
Account. If and to the extent that New Preference Shares are
transferred to the Purchaser after Completion, pursuant to
Article 7A of the new Articles of Association of the
Company, the moneys payable shall be paid into the Retention
Account first to the extent necessary to ensure that there
has been deposited on behalf of X. Xxxxxxxx a sum equal to
(Pound) 132,000 less any amounts paid out of the Retention
Account by way of transfer of New Preference Shares in
satisfaction of an obligation to make payment to the
Purchaser
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as described above. Each Vendor undertakes (insofar as he is
able to do so) to procure that no person is approved by the
Board of the Company as an Approved Purchaser under the
Company's New Articles of Association save for the Trustees
No 2.
2.1.9 Pages 31 and 32
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Schedule 1 shall be deleted and there shall be substituted therefor
the Schedule to this Agreement.
2.1.10 Page 71
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In clause 3.1, the second sentence shall be replaced by the following
"Proportionate Part" means in respect of each Vendor the proportion of
the Claim which is the same as the amount shown against his name as
Notional Consideration in column 7 of Schedule 1 received by each
Vendor bears to the total of such Notional Consideration shown against
the names of all the Vendors.
2.1.11 Page 72
-------
In Clause 3.2(a) there shall be inserted after the words clause 4.1.2
"plus in the case of each Vendor the difference between Notional
Consideration shown in column 7 of Schedule 1 and Total Consideration
shown in column 3 of the same Schedule".
3 Agreements to be taken together
-------------------------------
3.1 The Main Agreement and this Supplemental Agreement shall be taken together
and construed as one and, save as varied hereby, the provisions of the Main
Agreement shall continue in full force and effect.
AS WITNESS the hands of the parties hereto the day and year first above written.
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THE SCHEDULE
(1) NAME & ADDRESS (2) NUMBER OF SHARES HELD (3) TOTAL (4) NUMBER OF
CONSIDERATION CONSIDERATION SHARES
"A" "B" "C"
ORDINARY ORDINARY ORDINARY
X X Xxxxxxxx of Castle Farm, Mountfield, 95,415 2,073,055 128,323
Xxxx Xxxxxx,
XX00 0XX
X X Xxxxx of 1 Bickenhall Mansions, ---- 952 87,292 000
Xxxxxxxxxx Xxxxxx, Xxxxxx X0X 0XX
Stelby Holdings Limited, P O Box 641, ---- 30,000 559,896 3,999
0 Xxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxx
Central Investments Limited, La Motte ---- 134,286 2,506,208 17,901
Xxxxxxxx, La Motte Street, St. Helier,
Jersey
The Naggar Family Pension Scheme, c/o 15 ---- 30,000 559,896 3,999
Xxxxxxxxx Xxxxxxx, Xxxxxx XX0X 0XX
X X Xxxxxxxxxxx of 0 Xxxxxxx Xxxxxx, ---- 3,810 71,107 508
Xxxxxx XX0
(1) NAME & ADDRESS (5) PAR VALUE OF (6) RETENTION (7) NOTIONAL
LOAN NOTES HELD ACCOUNT CONSIDERATION
X X Xxxxxxxx of Castle Farm, Mountfield, ---- (Pound) 132,000 3,910,800
Xxxx Xxxxxx,
XX00 0XX
X X Xxxxx of 1 Bickenhall Mansions, 4,048 (Pound) 2,946 87,292
Xxxxxxxxxx Xxxxxx, Xxxxxx X0X 0XX
Stelby Holdings Limited, P O Box 641, 127,500 (Pound) 18,898 559,896
0 Xxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxx
Central Investments Limited, La Motte 570,714 (Pound) 84,591 2,506,208
Xxxxxxxx, La Motte Street, St. Helier,
Jersey
127,500 (Pound) 18,898 559,896
The Naggar Family Pension Scheme, x/x 00
Xxxxxxxxx Xxxxxxx, Xxxxxx XX0X 0XX
X X Xxxxxxxxxxx of 0 Xxxxxxx Xxxxxx, 16,190 (Pound) 2,400 71,107
Xxxxxx XX0
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(1) NAME & ADDRESS (2) NUMBER OF SHARES HELD (3) TOTAL (4) NUMBER OF
CONSIDERATION CONSIDERATION SHARES
"A" "B" "C"
ORDINARY ORDINARY ORDINARY
M D Xxxxxxxx and Mrs J Xxxxxxxx both of ---- 382 7,130 51
00 Xxxxxxxx Xxxxxxx, Xxxxxxxxx Road, 570 10,638 76
Xxxxxx X00 0XX
G Xxxxxx of Xxxxxx Xxxxxx & Associates 20,000 ---- 434,533 14,258
Limited, Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX
Xxxxxxxx Xxxx Furlonge and Xxxxx Xxxxxxx ---- 84,585
Xxxxx Xxxxxxxx (trustees of Xxxxx
Xxxxxxxx Family Trust)
TOTAL 115,415 200,000 84,585 6,309,755 169,739
(1) NAME & ADDRESS (5) PAR VALUE OF (6) (7) NOTIONAL
LOAN NOTES HELD RETENTION CONSIDERATION
ACCOUNT
M D Xxxxxxxx and Mrs J Xxxxxxxx both of 4,048 (Pound) 241 7,130
00 Xxxxxxxx Xxxxxxx, Xxxxxxxxx Road, ---- (Pound) 359 10,638
Xxxxxx X00 0XX
G Xxxxxx of Xxxxxx Xxxxxx & Associates ---- (Pound) 14,667 434,533
Limited, Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX
Xxxxxxxx Xxxx Furlonge and Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx (trustees of Xxxxx
Xxxxxxxx Family Trust)
TOTAL 850,000 (Pound) 275,000 8,147,500
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SIGNED BY X.X. XXXXXXXX
SIGNED BY X.X. XXXXX
SIGNED BY
FOR AND ON BEHALF OF STELBY
HOLDINGS LIMITED
SIGNED BY
FOR AND ON BEHALF OF THE
NAGGAR FAMILY PENSION
SCHEME
SIGNED BY
FOR AND ON BEHALF OF
CENTRAL INVESTMENTS LIMITED
SIGNED BY X.X. XXXXXXXXXXX
SIGNED BY M.D. XXXXXXXX
SIGNED BY X. XXXXXXXX
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SIGNED BY X. XXXXXX
SIGNED BY
FOR AND ON BEHALF OF XXXXXXXXXX
GRAPHICS INC.
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