AMENDMENT TO SHAREHOLDERS’ AGREEMENT (SELLING SHAREHOLDERS)
IMAX CORPORATION
Exhibit 4.2
Exhibit 4.2
[EXECUTION COPY]
AMENDMENT TO SHAREHOLDERS’ AGREEMENT
(SELLING SHAREHOLDERS)
(SELLING SHAREHOLDERS)
March 1, 1994
To the Parties Named on
the Signature Pages Hereto
the Signature Pages Hereto
Gentlemen:
We refer to the Shareholders Agreement dated as of January 3, 1994 (the “Shareholders
Agreement”) among the undersigned and you. Unless otherwise defined herein, the terms defined
in the Shareholders Agreement shall be used herein as therein defined.
The parties desire to amend the Shareholders Agreement as provided herein. Accordingly, it is
hereby agreed by you and us that the second and third recitals of the Shareholders Agreement are,
effective as of the date first above written, hereby amended and restated in their entirety to read
as follows:
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 387,945
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 and certain of its partners and affiliates will be the
registered holders and beneficial owners of an aggregate of 225,000 Class A Preferred
Shares (“Class A Preferred Shares”) of the Company and warrants
(“Warrants”) to purchase an aggregate of 3,562,060 shares of Common Stock;
On an after the effective date of this letter amendment, each reference in the Shareholders
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Shareholders Agreement shall mean and be a reference to the Shareholders Agreement as amended by
this letter amendment. The Shareholders Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
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If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a counterpart of this letter amendment to the undersigned.
This letter amendment may be executed and delivered (including by facsimile transmission) in
any number of counterparts and by and combination of the parties hereto in separate counterparts,
each of which counterparts shall be an original and all of which taken together shall constitute
one and the same instrument.
Very truly yours, WGIM ACQUISITION CORPORATION |
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By | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President and Assistant Secretary | |||
Agreed as of the date
first above written:
first above written:
/s/ Xxxxxxx X. Xxxxxxx
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/s/ Xxxxxxx X. Xxxxxxxx
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/s/ Xxxxxxx Xxxxxxxx |
XXXXXXXXXXX XXXXXXX PARTNERS, L.P. | ||||||
By | XXXXXXXXXXX XXXXXXX MANAGEMENT | |||||
PARTNERS, INC., its general partner | ||||||
By | X. Xxxxxxxx Xxxxxxx | |||||
Name: | X. Xxxxxxxx Xxxxxxx | |||||
Title: | Attorney-in-Fact |
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XXXXXXXXXXX XXXXXXX OFFSHORE PARTNERS, L.P. | ||||||
By | XXXXXXXXXXX XXXXXXX MANAGEMENT | |||||
PARTNERS, INC., its general partner | ||||||
By | /s/ X. Xxxxxxxx Xxxxxxx | |||||
Name: X. Xxxxxxxx Xxxxxxx | ||||||
Title: Attorney-in-Fact |
Xxxxxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
Xxxxxxxx Xxxxxx | ||||||
Xxxxx Xxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxx | ||||||
Xxxxxxx X. Xxxxx
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by | * | as attorney-in-fact | |||
Xxxxxxx X. Xxxxx | ||||||
X.X. Xxxxxxxxxx
|
by | * | as attorney-in-fact | |||
X.X. Xxxxxxxxxx | ||||||
Xxxxx Xxxxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxxxxx | ||||||
Xxxxxx Xxxxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxxx Xxxxxxxxxx | ||||||
Xxxxxx Xxxxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxxx Brueukelman | ||||||
Xxxxx Xxxxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxxxxx |
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W.A. Breukelman
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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
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by | * | as attorney-in-fact | |||
Xxxxxxxxx Xxxxxxx | ||||||
Xxxxx Xxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxx | ||||||
Xxxxxx Xxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxxx Xxxxxxx | ||||||
434786 Ontario Limited
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by | * | as attorney-in-fact | |||
434786 Ontario Limited | ||||||
434787 Ontario Limited
|
by | * | as attorney-in-fact | |||
434787 Ontario Limited | ||||||
Xxxxx X. Xxxxxxx
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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 |
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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
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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 | ||||||
Executronics Limited
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by | * | as attorney-in-fact | |||
Executronics Limited | ||||||
Xxxxxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
Xxxxxxx Xxxxxxxx | ||||||
Xxxxx Xxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxxx | ||||||
Xxxxxx Xxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxxx Xxxxxxxx | ||||||
Xxxxx Xxxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxxx |
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Xxxx Xxxx
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by | * | as attorney-in-fact | |||
Xxxx Xxxx | ||||||
Xxxxxx Investments Ltd.
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by | * | as attorney-in-fact | |||
Xxxxxx Investments Ltd. | ||||||
Xxxxx Xxxxxxx
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by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxx | ||||||
Xxxxxxx X. Xxxxxx
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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 | |||
Jano Holdings Inc. | ||||||
Xxxxx Xxxxxxx Keighley
|
by | * | as attorney-in-fact | |||
Xxxxx Xxxxxxx Xxxxxxxx | ||||||
Xxxxxxxx Xxxx Xxxxxxxx
|
by | * | as attorney-in-fact | |||
Xxxxxxxx Xxxx Xxxxxxxx | ||||||
Xxxxxxx Xxxx
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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 |
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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 | |||
Yvanna Xxxxxxx | ||||||
Xxxxx Kurcera
|
by | * | as attorney-in-fact | |||
Xxxxx Kurcera | ||||||
Xxx Xxxxxxx
|
by | * | as attorney-in-fact | |||
Xxx Xxxxxxx | ||||||
Xxxx X. XxXxxxxxx
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by | * | as attorney-in-fact | |||
Xxxx X. XxXxxxxxx | ||||||
Xxxxx Xxxxxx
|
by | * | as attorney-in-fact | |||
Xxxxx Xxxxxx | ||||||
Xxxxxxxx X. Xxx
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by | * | as attorney-in-fact | |||
Xxxxxxxx X. Xxx | ||||||
X. Xxxx Xxxx
|
by | * | as attorney-in-fact | |||
G. Xxxx Xxxx |
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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
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by | * | as attorney-in-fact | |||
Xxxxxxx X. Xxxx | ||||||
Xxxxxxxxx Xxxx
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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 |
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Xxxx X. Xxxxxxxxx
|
by | * | as attorney-in-fact | |||
Xxxx X. Xxxxxxxxx |
* | Xxxxxxx X. Xxxxxxxxxx, by signing his name hereto, does hereby sign this letter amendment 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 | ||||
By | /s/ Xxxxxxx X. Xxxxxxxxxx | |||
Xxxxxxx X. Xxxxxxxxxx | ||||