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EXHIBIT 10.7
STOCKHOLDER CONSENT AGREEMENT
THIS AGREEMENT is made as of June 10, 1996, by and among G L INDUSTRIES
OF INDIANA, INC., an Indiana corporation (the "Company"), XXXXXXXX X.
XXXX, a Michigan resident ("Luke"), LDM INDUSTRIES INC., a Michigan corporation
("LDM"), and XXXXXXXX X. XXXX, TRUSTEE OF REVOCABLE LIVING TRUST DATED MARCH
22, 1996 ("Trustee"). Luke and LDM are sometimes referred to herein
collectively as the "Stockholders". Company, Luke, LDM, and the Trustee are
sometimes referred to herein collectively as the "Parties".
RECITALS:
A. The Stockholders are the owners of all of the issued and outstanding
stock of the Company.
B. On April 28, 1993, Company and the Stockholders executed an agreement
("Stockholder Agreement"), which contains certain conditions
and restrictions concerning ownership of stock in the Company and
certain other matters affecting the Company, including, but not
limited to, restrictions on transfer of the stock of the Company.
C. For personal estate planning reasons, Luke has requested the
consent of the Company and of LDM to the transfer of his stock
in the Company to the Trustee, and the Company and LDM are willing to
approve such transfer, subject to the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements set forth below, and for other valuable consideration, the
Parties agree as follows:
1. WAIVER OF RESTRICTION ON TRANSFER. The Stockholders agree that Xxxx
xxx transfer his two hundred fifty (250) shares of the common capital
stock of the Company, represented by Certificate No. 9, to the Trustee, subject
to the following conditions:
A. The Trustee shall be subject to and bound by all covenants,
conditions and requirements contained in the Stockholder Agreement;
B. The Trustee shall hold the stock of the Company under the
same terms and conditions as if it had not been transferred by Luke to
the Trustee. For example, by way of illustration and not limitation, the
Trustee shall be subject to the mandatory sale provisions of Section 3 of
the Stockholder Agreement in the event of Luke's death; and
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C. The Trustee shall execute an Addendum to Stockholder Agreement,
acknowledging receipt of copies of this Agreement and of the
Stockholder Agreement, and agreeing to be bound by all the terms and
conditions of the Stockholder Agreement and of this Agreement.
2. MISCELLANEOUS PROVISIONS. This Agreement contains the entire
understanding of the Parties with respect to the subject matter of this
Agreement. This Agreement supersedes all prior agreements and understandings
among the Parties with respect to the transactions contemplated by this
Agreement. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by all of the Parties. Except as modified
hereby, the Stockholder Agreement shall remain in full force and effect. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective personal and legal
successors and assigns; provided, however, that neither this Agreement nor any
of the rights or obligations hereunder may be assigned by any Party without the
prior written consent of the other Parties hereto. This Agreement and all
transactions contemplated hereby shall be governed, construed and enforced in
accordance with the laws of the State of Michigan.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date set forth above.
G L INDUSTRIES OF INDIANA, INC.
By: [SIG] Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX
LDM INDUSTRIES INC.
By: [SIG] Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX, TRUSTEE OF
REVOCABLE LIVING TRUST DATED
MARCH 22, 1996
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ADDENDUM TO STOCKHOLDER AGREEMENT
Xxxxxxxx X. Xxxx, Trustee of Revocable Living Trust dated March 22, 1996, in
anticipation of and as a condition to becoming a shareholder of G L
Industries of Indiana, Inc., an Indiana corporation (the "Company"), does
hereby adopt, accept and agree to be bound by all covenants, conditions and
requirements of a certain Stockholder Agreement dated April 28, 1993
("Stockholder Agreement"), by and among G L Industries of Indiana, Inc. and its
shareholders, and of a certain Stockholder Consent Agreement dated as of June
10, 1996 ("Consent Agreement").
Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Trustee of Revocable Living
Trust Dated March 22, 1996
June 10, 1996
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