AGREEMENT
This Agreement is made this 19th day of August, 1999 between Xxxxxxx Xxxxxxxx
("Xxxxxxxx") and Imax Corporation ("Imax"), (collectively the "Parties").
WHEREAS Imax and Trumbull entered into a Share Option Agreement dated March 1,
1994 (the "Trumbull Agreement");
AND WHEREAS the shares of common stock issuable upon the exercise of option
under the Trumbull Agreement (the "Shares") have never been registered with the
Securities and Exchange Commission (the "SEC");
AND WHEREAS Trumbull and Imax have agreed in consideration of the preparation by
Imax of a Form S-8 Registration Statement and Prospectus, and filing thereof
with the SEC, Trumbull agrees, on the terms and conditions herein to limit the
sale of the Shares as set out herein:
For good and valuable consideration the receipt and sufficiency which is hereby
acknowledged, including the preparation by Imax of a Form S-8 Registration
Statement and Prospectus, attached hereto as Exhibits "A" and "B", Imax and
Trumbull hereby agree as follows:
1. Upon execution of this Agreement and its delivery to Imax,
Imax shall proceed to file the Form S-8 Registration Statement
and Prospectus covering the Shares;
2. Trumbull agrees that, he shall not dispose of more than 75,000
Shares in any calendar quarter commencing on the date upon
which Imax receives confirmation of the registration of the
Prospectus and Form S-8; and
3. Trumbull will provide Imax with written confirmation of the
number of Shares sold in each quarter which shall be delivered
to Imax within 30 days of the end of each quarter.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement, this
19th day of August, 1999.
/s/ Xxxxxxx Xxxxxxxx
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Witness Xxxxxxx Xxxxxxxx
Name:
IMAX CORPORATION
By: /s/ G. Xxxx Xxxx
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Name: G. Xxxx Xxxx
Vice President
Legal Affairs
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Chief Operating Officer
