EXECUTION COPY
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is dated as of
November 20, 2001, is made and entered into by and among Xxxxx Xxxxx ("Tarte"),
Xxxxxxx Xxxxxx ("Harrow"), Xxxxxx X. Xxxxxxxx ("Xxxxxxxx and together with Tarte
and Harrow, the "Investors"), and Marlton Technologies, Inc., a newly formed
Pennsylvania corporation (the "Company"). Each of the Investors and any other
individual, corporation, partnership, trust, unincorporated organization or a
government or any agency or political subdivision thereof (a "Person") who shall
become a party to or agree to be bound by the terms of this Agreement after the
date hereof is sometimes hereinafter referred to as a "Stockholder."
RECITALS
A. The Company, Marlton Technologies, Inc., a New Jersey corporation
(the "Predecessor") and Tarte and Harrow have entered into a certain
subscription agreement (the "Subscription Agreement") and the Company, the
Predecessor and Xxxxxxxx and Xxxx Xxxxxxxx have entered into a certain
subscription agreement (the "Second Subscription Agreement" and together with
the Subscription Agreement, the "Subscription Agreements"), each dated as of
August 23, 2001 whereby the Investors shall acquire in the aggregate 5,000,000
shares (the "Shares") of the Company's common stock, no par value per share (the
"Common Stock") and warrants (the "Warrants") to acquire 5,000,000 shares of
Common Stock (the "Warrant Shares").
B. The Subscription Agreement provides that the parties thereto shall
execute and deliver this Stockholders' Agreement simultaneous with the
consummation of the subscription transaction described in the Subscription
Agreement.
C. As a result of the consummation of the subscription transaction
described in the Subscription Agreements, Tarte owns 2,000,000 Shares (the
"Tarte Shares") and Warrants to acquire 2,000,000 Warrant Shares (the "Tarte
Warrant Shares"; the Tarte Warrant Shares issued and outstanding at any
particular time and the Tarte Shares are sometimes referred to as the
"Outstanding Tarte Shares"), Harrow owns 2,000,000 Shares (the "Harrow Shares")
and Warrants to acquire 2,000,000 Warrant Shares(the "Harrow Warrant Shares";
the Harrow Warrant Shares issued and outstanding at any particular time and the
Harrow Shares are sometimes referred to as the "Outstanding Harrow Shares") and
Xxxxxxxx owns 85,663 (the "Other Xxxxxxxx Shares") shares of Common Stock which
are not Shares, plus 1,000,000 Shares (the "Xxxxxxxx Shares") and Warrants to
acquire 1,000,000 Warrant Shares(the "Xxxxxxxx Warrant Shares"; the Xxxxxxxx
Warrant Shares issued and outstanding at any particular time, the Other Xxxxxxxx
Shares and the Xxxxxxxx Shares are sometimes referred to as the "Outstanding
Xxxxxxxx Shares"). To the extent that any Investor obtains any shares of Common
Stock other than as the result of the exercise of Warrants such shares shall be
deemed to be Tarte Shares and Outstanding Tarte Shares, Harrow Shares and
Outstanding Harrow Shares or Xxxxxxxx Shares and Outstanding Xxxxxxxx Shares, as
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applicable, and shall be subject to this Agreement. The Warrants, the Warrant
Shares and the Tarte Shares, Harrow Shares and Xxxxxxxx Shares are sometimes
referred to as the "Securities." The Warrant Shares and the Tarte Shares, Harrow
Shares and Xxxxxxxx Shares issued and outstanding at any particularly time are
sometimes referred to as the "Outstanding Shares."
D. The Company and the Investors desire, for their mutual benefit and
protection, to enter into this Agreement to set forth their respective rights
and obligations with respect to their Securities.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. MANAGEMENT
1.1 Board of Directors; Board Composition; Removal and Vacancies.
(a) Number of Directors. The Board of Directors of the Company
(the "Board") following the consummation of the transactions contemplated by the
Subscription Agreement (the "Subscription") shall be comprised of seven
directors (the "Directors"). A Director need not be a Stockholder.
(b) Election of Directors. Subject to Section 3.2(b), Tarte and
Harrow shall have the right to designate the smallest number of individuals (the
"Designees"), as nominees for election as Directors as shall represent a
majority of the Directors, of which Designees Tarte shall designate one half and
Harrow shall designate one half (provided; however, that if together Tarte and
Harrow are entitled to designate an odd number of Designees, in odd years Tarte
shall designate one more Designee than Harrow and in even years Harrow shall
designate one more Designee than Tarte). The Designees of Tarte and Harrow are
referred to as the "Tarte Designees" and the "Harrow Designees", respectively. A
Stockholder entitled to designate Directors pursuant to the immediately
preceding sentence shall be referred to as a "Designating Stockholder." The
Stockholders hereby agree to exercise all authority under applicable law to
cause such Designees and Xxxxxxxx (so long as Xxxxxxxx holds at least 500,000
Outstanding Xxxxxxxx Shares) to be placed on the ballot at the Company's
shareholders' meetings for the election of Directors and to vote their
Outstanding Shares in favor of the election of the Designees and Xxxxxxxx (so
long as Xxxxxxxx holds at least 500,000 Outstanding Xxxxxxxx Shares). If, at any
time, a Designating Stockholder shall notify the Company and the other
Stockholders in writing of such Designating Stockholder's desire to have removed
from the Board any Designee designated by such Designating Stockholder, the
Stockholders shall vote to remove such Designee and to recommend to the Board
that the Board appoint a replacement Designee selected by such Designating
Stockholder and shall use their best efforts to cause the Company's shareholders
to meet for the purpose of considering such removal and replacement and shall
vote at such meeting their respective Outstanding Shares in favor of such
removal and replacement. The Stockholders will only vote for the removal of
Designees with the written consent of the Designating Stockholder who designated
such Designee.
(c) Vacancies; Action by Stockholders. If a vacancy is created
on the Board by reason of the death, disability, removal or resignation of any
Director, the Stockholder, which, under Section 1.1(b), is entitled to designate
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such Director, shall designate a new Designee to serve as Director. Upon notice
from such Designating Stockholder to the Company and the other Stockholders, the
Stockholders shall recommend to the Board that the Board appoint such
replacement Designee selected by such Designating Stockholder and shall use
their best efforts to cause the Company's shareholders to meet for the purpose
of considering such replacement and shall vote at such meeting their respective
Outstanding Shares in favor of such replacement.
1.2 Sale of the Company. Tarte and Harrow agree not to vote any
Outstanding Tarte Shares or Outstanding Harrow Shares within seven years of the
date hereof in favor of a merger of the Company, sale of substantially all of
the Company's assets, sale of all of the shares of Common Stock in any
transaction in which the shares of Common Stock are valued at less than $2.00
per share without the prior written consent of Xxxxxxxx provided Xxxxxxxx holds
more than 500,000 Outstanding Xxxxxxxx Shares.
1.3 Action by Stockholders. Each Stockholder shall vote its Outstanding
Shares and take such other action, as is necessary or appropriate in its
capacity as a stockholder of the Company to carry out the provisions of this
Agreement.
1.4 Officers. The Investors will recommend to the Board of Directors
that the Board elect the following: so long as he is a Stockholder holding at
least 500,000 Outstanding Shares, Harrow as the Chairman of the Board of the
Company; as long as he is a Stockholder holding at least 500,000 Outstanding
Shares, Xxxxxxxx as the President and the Chief Executive Officer of the Company
and so long as he is a Stockholder holding at least 500,000 Outstanding Shares,
Tarte as the Vice Chairman of the Board of the Company and as the Chief
Executive Officer of each subsidiary of the Company.
1.5 Employment Agreements. The Investors will recommend to the Board of
Directors that the Board not modify Harrow's Employment Agreement (as such term
is defined in the Subscription Agreement) so long as he is a Stockholder holding
at least 500,000 Outstanding Shares, not modify Tarte's Employment Agreement so
long as he is a Stockholder holding at least 500,000 Outstanding Shares and not
modify Xxxxxxxx'x Additional Employment Agreement (as such term is defined in
the Subscription Agreement) so long as he is a Stockholder holding at least
500,000 Outstanding Shares, other than substantially similar modifications to
all three employment agreements.
2. TRANSFERABILITY OF SECURITIES.
2.1 Restrictions Upon Transfer of Securities. Except as set
forth in this Agreement, no Stockholder shall sell, transfer, donate, give,
mortgage, pledge, hypothecate, or otherwise encumber or dispose of, whether
voluntarily, by operation of law or otherwise (any of the foregoing acts being
herein referred to as a "Transfer") any Securities now or hereafter owned by
such Stockholder. Any Transfer or attempted Transfer of Securities, unless
pursuant to the terms and conditions hereof, shall be absolutely null and void,
of no force or effect and may be enjoined. No dividend shall be paid or any
distribution made to any transferee of Securities transferred in violation
hereof nor shall any such Transfer be registered on the books of the Company.
The Transfer or attempted Transfer of any Securities in violation hereof shall
not affect the beneficial ownership of such Securities, and, notwithstanding
such Transfer or attempted Transfer, the Stockholder making such prohibited
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Transfer or attempted Transfer shall retain the right to vote and the right to
receive dividend and liquidation proceeds with respect to such Securities.
2.2 Restrictive Legend on Certificates. Every certificate
representing certificated Securities, including Securities in existence at the
time of this Agreement, shall bear the following legend in addition to any other
legend which may be required by applicable law:
"The sale, transfer, pledge, hypothecation, or other
encumbrance or disposition of the securities represented
hereby is restricted by the terms of a certain Stockholders'
Agreement dated as of November 20, 2001 (the "Agreement"),
between the issuer of such securities and certain of its
stockholders, a copy of which is on file at the principal
place of business of such issuer and is available for
inspection by the stockholders during the regular business
hours of such issuer. Any sale, transfer, pledge,
hypothecation, or other encumbrance or disposition of the
securities represented hereby shall be absolutely void if in
contravention of the terms, provisions or conditions of such
Agreement. The securities represented by this certificate have
not been registered under the Securities Act of 1933, as
amended (the "Act"), or under any applicable state securities
law. These securities may not be sold or transferred in the
absence of an effective registration statement under the Act
and any applicable state securities law or receipt by the
issuer of an opinion of counsel satisfactory to the issuer
that registration under the Act and applicable state law is
not required."
3. PERMITTED TRANSFERS.
3.1 Permitted Transfers. Subject to the provisions of
Section 3.2, the following Transfers of Securities are permitted at any time
(each a "Permitted Transfer"):
(a) Transfers pursuant to the terms of Articles 4;
(b) Transfers by Tarte to Harrow and by Harrow to Tarte;
and
(c) Transfers to Permitted Assignees (as defined below)
(d) Transfers by Xxxxxxxx of the Other Xxxxxxxx Shares
"Permitted Assignees" mean (i) a Stockholder's spouse or a
child or grandchild of a Stockholder, (ii) a trust, corporation, partnership or
other entity, the beneficiaries, stockholders, partners, owners or persons
beneficially holding, directly or indirectly, a controlling interest therein are
either such Stockholder and/or such other persons referred to in clause (i)
above, or (iii) the trustees of any trust referred to in clause (ii) above.
3.2 Additional Requirements of Transfer. Any Transfer
permitted by this Agreement shall be further subject to and conditioned upon
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full compliance by the transferor and transferee with each of the following\
conditions:
(a) No Transfer shall be made: (i) to a Person who, in
accordance with applicable law, lacks the capacity to own, or otherwise is
prohibited from owning, such Securities by reason of minority, incompetence or
otherwise; or (ii) to a Person otherwise prohibited by applicable law from
entering into such transaction or holding such Securities; or (iii) which
violates any other provision of this Agreement.
(b) Upon the sale, assignment, donation or other disposition by
Tarte or Harrow of Outstanding Tarte Shares or Outstanding Harrow Shares,
respectively, as a result of which Tarte or Harrow, as the case may be, shall
cease to hold 1,000,000 Outstanding Tarte Shares, or Outstanding Harrow Shares,
respectively, Tarte or Harrow, as applicable, shall cause its Designees to
submit their resignations as directors of the Company and any Subsidiary, in
form and substance satisfactory to the Company and, if any holder of at least
1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may
be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or
Outstanding Harrow Shares, as the case may be, shall have the right to select
the Tarte Designees or Harrow Designees, as applicable.
(c) The transferor and transferee shall have delivered to the
Company such other agreements, instruments and other documents (including
opinions of counsel reasonably satisfactory to the Company) as the Company shall
request in order to demonstrate compliance of any such Transfer with the
provisions of this Agreement and applicable law.
(d) In the case of a transfer to a Permitted Assignee, such
Permitted Assignee shall have executed an agreement in form and substance
satisfactory to Tarte and Harrow by which such Permitted Assignee shall have
agreed to become a party to and bound by the terms and conditions of this
Agreement.
4. RIGHTS OF FIRST REFUSAL
Except for Permitted Transfers under Section 3.1 hereunder the
following shall apply:
4.1 Right of First Refusal. No Stockholder may transfer all or
any portion of its Securities unless and until such Stockholder offers to all of
the other Stockholders the right to purchase such Stockholder's Securities in
conformity with the following procedure:
(a) If a Stockholder wishes to sell (the "Selling
Stockholders") any of its Securities to a Third Party whether or not such
Selling Stockholder has received a bona fide offer to purchase such Securities,
the Selling Stockholder shall first offer to sell such Securities to the other
Stockholders (the "Non-Selling Stockholders"). The Selling Stockholder shall
send notice (an "Initial Notice") to the Non-Selling Stockholders, setting out
the Securities that the Selling Stockholder desires to sell and irrevocably
offering to sell such Securities at the price and on the terms and conditions
set forth in the Initial Notice to the Non-Selling Stockholders.
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(b) Upon the Initial Notice being given, each of the
Non-Selling Stockholders shall have fourteen (14) business days from receipt of
the Initial Notice to agree in writing to purchase all but not less than all of
such Securities being offered; provided, however that if each Non-Selling
Stockholder so agrees to purchase such Securities then the Securities shall be
sold on a pro rata basis to their beneficial holdings or interests at the time
the Initial Notice was given. The purchase and sale transactions shall be
completed as soon as possible, but in any event, no later than twenty (20)
business days after receipt of the Initial Notice.
(c) The Selling Stockholder may sell (in the open market or
otherwise) those Securities which the Non-Selling Stockholders have not agreed
to purchase to any Third Party within sixty (60) days after the 14th day
following the receipt of the Initial Notice for the price and pursuant to terms
no more favorable to such Third Party than those set out in the Initial Notice.
If such Securities are not sold within such sixty (60) day period pursuant to
such terms, the rights of the Stockholder pursuant to this Article IV shall
again take effect with respect to any sale of such Securities and so on from
time to time.
(d) For purposes of this Article IV, "Third Party" means any
Person other than a Stockholder.
4.2 Deliveries at Closing. At the closing of the sale of
Securities pursuant to this Article, the selling and purchasing Persons shall
execute and deliver to each other the various documents which shall be required
to carry out their obligations hereunder including, without limitation, the
assignment and delivery of certificates representing the purchased Securities,
free and clear of all liens, pledges and encumbrances, and any stock powers
required in connection therewith, the execution and delivery of the Selling
Stockholder's Designee's resignations as directors of the Company, if required,
and all other documents required by this Agreement.
4.3 Payment of Purchase Price. All amounts paid in respect
of a purchase or repurchase of Securities pursuant to Section 4.1 hereof shall
be paid in cash at the closing thereof.
5. TERM AND TERMINATION.
5.1 Term of Agreement. The term of this Agreement shall be
twenty years, unless this Agreement shall be terminated as herein provided.
5.2 Termination. (a) This Agreement shall terminate with
respect to the Company and all Stockholders upon the occurrence of any of the
following events:
(1) The adjudication of the Company as a bankrupt, the
execution of an assignment for the benefit of creditors of
the Company, the appointment of a receiver for the Company or
the voluntary or involuntary dissolution of the Company or
(2) The execution of a written instrument, by the
Company and each of the Stockholders terminating this
Agreement.
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(b) This Agreement shall automatically terminate with
respect to a Stockholder in the event that his interest in his Securities
completely terminates and, upon such complete termination, such Stockholder
shall have no further rights or obligations hereunder other than those rights
and obligations arising prior to such termination. If such Stockholder
subsequently acquires or reacquires Securities, he shall automatically become
bound once again by the terms of this Agreement. This Section in no event shall
be interpreted so as to relieve a Stockholder of liability for his breach of or
failure to comply with any term or provision hereof arising or existing prior to
or at the time of the termination of this Agreement.
(c) Upon the termination of this Agreement, the
provisions of the restrictive legend set forth in Section 2.2 of this Agreement
shall be promptly removed from the Securities.
5.3 Effect of Termination. In the event of the termination of
this Agreement pursuant to Article 5, this Agreement shall forthwith become void
and have no effect, without any liability on the part of any party hereto;
provided, however, that the termination of this Agreement shall not relieve any
party from liability for any breach of this Agreement; and further provided,
however, that the following provisions of this Agreement shall survive
termination: Sections 5.3, 6.3 and 6.12.
6. MISCELLANEOUS.
6.1 Arm's Length Negotiations. Each party expressly represents
and warrants to the other parties that: (a) before executing this Agreement, the
party has fully informed itself of the terms, contents, conditions and effects
of this Agreement; (b) the party has relied solely and completely upon its own
judgment in executing this Agreement; (c) the party has had the opportunity to
seek and has obtained the advice of counsel before executing this Agreement; (d)
the party has acted voluntarily and of its own free will in executing this
Agreement; (e) the party is not acting under duress, whether economic or
physical, in executing this Agreement; and (f) this Agreement is the result of
arm's length negotiations conducted by and among the parties and their
respective counsel.
6.2 Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be considered an original instrument, but
all of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
and delivered to the parties hereto.
6.3 Expenses. Each party shall pay its own fees and expenses, including
the costs of any attorneys or consultants engaged by it, incurred in connection
with the negotiation, execution and delivery of this Agreement.
6.4 Assignment, Binding Effect. This Agreement shall bind and inure to
the benefit of the parties hereto, its heirs, executors, administrators,
successors and permitted assigns. No party may assign its rights or delegate its
obligations under this Agreement without the prior written consent of each of
the other parties hereto.
6.5 Section Headings; Gender. The Section headings herein have been
inserted for convenience of reference only, and shall in no way modify or
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restrict any of the terms or provisions hereof. The use of neuter gender herein
shall be deemed to include the masculine and feminine genders wherever necessary
or appropriate, the use of the masculine gender shall be deemed to include the
neuter and feminine genders and the use of the feminine gender shall be deemed
to include the neuter and masculine genders wherever necessary or appropriate.
6.6 Unenforceability; Severability. If any provision of this Agreement
shall for any reason be held unenforceable, such provision to the extent
enforceable shall be severed from this Agreement unless, as a result of such
severance, the Agreement fails to reflect the basic intent of the parties. If
the Agreement continues to reflect the basic intent of the parties, then the
invalidity of such specific provision shall not affect the enforceability of any
other provision herein, and the remaining provisions shall remain in full force
and effect. If any covenant or restriction contained herein is determined by a
court of law to be overly broad, thereby making the covenant unenforceable, the
parties hereto agree, and it is their desire, that such court shall substitute a
judicially enforceable limitation in its place, and that as so modified the
covenant shall be binding upon the parties as if originally set forth herein.
6.7 Recitals. The Recitals set forth above are hereby incorporated in
and made a part of this Agreement by this reference.
6.8 Waivers; Amendment. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all parties. No failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any provision shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other obligations
or any other acts. The rights and remedies herein provided are cumulative and
are not exclusive of any other rights or remedies that any party may have at law
or in equity.
6.9 Notices. All notices, claims, certificates, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered or if sent by nationally-recognized
overnight courier, by telecopy, or by registered or certified mail, return
receipt requested and postage prepaid, addressed as follows:
if to the Company, at Marlton Technologies, Inc
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Chairman of the Board
with a copy to: Xxxxxx Xxxxx, Jr., Esq.
XxXxxxxxxx, Keen & Xxxxxxx
Radnor Court, Suite 160
000 Xxxxx Xxxxxx-Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000-0000
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If to the Investors: Xxxxx Xxxxx
000 Xxxxxxxxx Xx.
Xxxx Xxxx, XX 00000
Xxxxxx X. Xxxxxxxx
0 Xxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Xxxxxxx Xxxxxx
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
with a copy to: Xxxxx X. Xxxx, Esq.
Xxxxxxxx Brog Leinwand
Xxxxxx Xxxxxxxx & Xxxxx P.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address as any party hereto to whom notice is to be given may
have furnished to the other parties hereto in writing in accordance herewith.
Any such notice or communication shall be deemed to have been delivered and
received (i) in the case of personal delivery, on the date of such delivery,
(ii) in the case of nationally-recognized overnight courier, on the next
business day after the date when sent, (iii) in the case of telecopy
transmission when received, and (iv) in the case of mailing, on the third
business day following that on which the piece of mail containing such
communication is posted.
6.10 Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws (without regard to any conflict of laws
principles) of the State of Pennsylvania.
6.11 No Inconsistent Efforts or Agreements. No Stockholder shall solicit
proposals or enter into any agreements or arrangements of any kind with any
Person (other than a party hereto) with respect to the Company on terms
inconsistent with the provisions of this Agreement.
6.12 No Consequential Damages. Except as otherwise provided in this
Agreement, it is agreed that no Party hereto will be responsible to the others
for any indirect, special, incidental or consequential loss or damage whatsoever
(including lost profits and opportunity costs) arising out of this Agreement.
6.13 Independent Parties. Nothing contained in this Agreement shall be
deemed or construed for any purpose to establish, between the Stockholders, a
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partnership or joint venture, a principal-agent relationship, or an employer-
employee relationship, and neither Stockholder shall have the authority to bind
the other with respect to the Company other than as may be provided in the
operative documents executed by the Stockholders with respect to the Company.
6.14 Entire Agreement. This Agreement, the Registration Rights Agreement
and the Subscription Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
written or oral.
6.15 Further Assurances. Each of the parties shall execute and deliver
such other documents and take such other or further action as any other party
may reasonably request so as to consummate the transactions contemplated hereby
more effectively.
6.16 Definitions. The following terms, as used herein, have the
following meanings:
"Affiliate" of any Person means any other Person
directly or indirectly through one or more intermediary Persons, controlling,
controlled by or under common control with such Person.
"control" shall mean the power to direct the
management and policies of such Person directly or indirectly, by or through
stock ownership, agency or otherwise, or pursuant to or in connection with an
agreement, arrangement or understanding (written or oral) with one or more other
Persons by or through stock ownership, agency or otherwise; and the terms
"controlling" and "controlled" shall have meanings correlative to the foregoing.
"Person" means an individual, corporation, limited
liability company, partnership, joint venture, association, trust,
unincorporated organization or other entity.
6.17 Specific Enforcement. Each Stockholder acknowledges and agrees that
the covenants and undertakings contained in this Agreement relate to matters
which are of a special, unique and extraordinary character and that a violation
of any of the terms of this Agreement will cause irreparable injury to the
Company and the Stockholders and that the amount of such injury will be
difficult, if not impossible, to estimate or determine and cannot be adequately
compensated by monetary damages. Therefore, each Stockholder agrees that the
other parties hereto shall be entitled, in addition to all other rights and
remedies available under this Agreement and applicable law, as a matter of
course, to an injunction, restraining order or other equitable relief from any
court of competent jurisdiction, restraining any violation or threatened
violation and compelling performance of any of such terms by a Stockholder and
by such other persons as the court shall order.
6.18 Effect of Permitted Assignees. In calculating Outstanding Tarte
Shares, Outstanding Harrow Shares and Outstanding Xxxxxxxx Shares, Shares held
by Permitted Assignees of Tarte, Harrow and Xxxxxxxx, as the case may be, shall
be included as Outstanding Tarte Shares, Outstanding Harrow Shares or
Outstanding Xxxxxxxx Shares, respectively.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
MARLTON TECHNOLOGIES, INC
By: /s/ Xxxxxx Xxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxx
Title:Chief Executive Officer
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxxxx Xxxxxx
--------------
XXXXXXX XXXXXX
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
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