1
EXHIBIT 10.6
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") made and
entered into as of this 21st day of April, 1998, by and among Dominion Bridge
Corporation, a Delaware corporation (the "Company"), Xxxxx Investments, Inc., an
Illinois corporation and Wellgate International Ltd., a British Virgin Islands
corporation (each an "Investor"and collectively, the "Investors").
BACKGROUND
Pursuant to (i) that certain Investment Letter Agreement and
certain other agreements dated as of April 21, 1998, by and between the Company
and Deere Park Equities, L.L.C.; and (ii) that certain Investment Letter
Agreement and certain other agreements dated as of April 21, 1998 by and between
the Company and Wellgate International Ltd., the Company has agreed to issue to
Investors shares of its Common Stock, par value $.001 per share ("Common
Stock"), upon the exercise of certain Common Stock Purchase Warrants, dated as
of April 21, 1998 (each, a "Warrant") or conversion of certain Subordinated
Convertible Promissory Notes (the "Notes") dated as of April 21, 1998 issued by
the Company and payable to the Investors.
In order to induce Investors and the Company to enter into the
foregoing transactions, the Company has agreed to provide Investors with the
rights set forth in this Agreement.
ARTICLE 1. CERTAIN DEFINITIONS.
In addition to the other terms defined in this Agreement, the
following terms shall be defined as follows:
"American Eco Shares" means the shares of Common Stock, par
value $.001 per share, of the Company issued or issuable to American Eco
Corporation under that certain Securities Purchase Agreement dated as of
February 20, 1998 by and between the Company and American Eco Corporation which
are subject to the terms of that certain Registration Rights Agreement dated as
of February 20, 1998 by and between the Company and American Eco Corporation.
"Brokers' Transactions" has the meaning ascribed to such term
pursuant to Rule 144 under the Securities Act.
"Business Day" means any day on which the New York Stock
Exchange ("NYSE") is open for trading.
2
"Common Stock" means any outstanding shares of Common Stock of
the Company, as well as any shares issuable upon the exercise of the Warrants or
conversion of the Note.
"Company" means Dominion Bridge Corporation, a Delaware
corporation.
"Demand Registrations" mean all registrations of Registrable
Securities covered by Section 2(a).
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder, all as the same
shall be in effect at the relevant time.
"Holder" means Deere Park Equities, L.L.C. or Wellgate
International Ltd. for so long as (and to the extent that) it owns any
Registrable Securities, and each of its respective successors, assigns, and
direct and indirect transferees who become registered owners of Registrable
Securities or securities exercisable, exchangeable or convertible into
Registrable Securities.
"Outstanding" means with respect to any securities as of any
date, all such securities therefore issued, except any such securities therefore
canceled or held by the Company or any successor thereto whether in its treasury
or not) or any affiliate of the Company or any successor thereto shall not be
deemed "Outstanding" for the purpose of this Agreement.
"Person" means an individual, a partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative, association or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate of a deceased, insane or incompetent person, a
quasi-governmental entity, a government or any agency, authority, political
subdivision or other instrumentality thereof, or any other entity.
"Registrable Security(ies)" means any shares of Common Stock
that may be issued upon the exercise of the Warrants or conversion of the Notes,
and any additional shares of Common Stock or other equity securities of the
Company issued or issuable after the date hereof in respect of any such
securities (or other equity securities issued in respect thereof) by way of a
stock dividend or stock split, in connection with a combination, exchange,
reorganization, recapitalization or reclassification of Company securities, or
pursuant to a merger, division, consolidation or other similar business
transaction or combination involving the Company; provided that: as to any
particular Registrable Securities, such securities shall cease to constitute
Registrable Securities (i) when a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of thereunder, or (ii) when and to the
extent such securities are permitted to be publicly sold pursuant to Rule 144(k)
(or any successor provision to such Rule) under the Securities Act or are
otherwise freely transferable to the public without further registration under
the Securities Act, or (iii) when such securities shall have ceased to be
Outstanding and, in the case of clause (ii), the Company shall, if requested by
the Holder or Holders thereof, have delivered to such Holder or Holders the
written opinion of independent counsel to the Company to such effect. Any time
this
-2-
3
Agreement requires the vote or consent of the Holder of a "majority" or
other stated percentage of the Registrable Securities, the term Registrable
Securities shall, solely for purposes of calculating such vote, be deemed to
include the Registrable Securities then issuable under the Warrants and Notes
and any other securities exercisable or exchangeable for, or convertible into,
Registrable Securities.
"Registration Expenses" means all expenses incident to the
Company's performance of or compliance with the registration requirements set
forth in this Agreement including, without limitation, the following: (i) the
fees, disbursements and expenses of the Company's counsel(s), accountants, and
experts in connection with the registration under the Securities Act of
Registrable Securities; (ii) all expenses in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus or
final prospectus, any other offering documents and amendments and supplements
thereto, and the mailing and delivery of copies thereof to the underwriters and
dealers, if any; (iii) the cost of printing or producing any agreement(s) among
underwriters, underwriting agreement(s) and blue sky or legal investment
memoranda, any selling agreements, and any other documents in connection with
the offering, sale or delivery of Registrable Securities to be disposed of; (iv)
any other expenses in connection with the qualification of Registrable
Securities for offer and sale under state securities laws, including the fees
and disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(v) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of Registrable
Securities to be disposed of and any blue sky registration or filing fees, and
(vi) the fees and expenses incurred in connection with the listing of
Registrable Securities on each securities exchange (or NASDAQ National Market
System) on which Company securities of the same class are then listed; provided,
however, that Registration Expenses with respect to any registration pursuant to
this Agreement shall not include (x) expenses of any Holder's counsel, or (y)
any underwriting discounts or commissions attributable to Registrable
Securities, each of which shall be borne by the Holder.
"SEC" means the United States Securities and Exchange
Commission, or such other federal agency at the time having the principal
responsibility for administering the Securities Act.
"Securities Act" means the Securities Act or 1933, as amended,
and the rules and regulations of the SEC thereunder, all as the same shall be in
effect at the relevant time.
ARTICLE 2. DEMAND REGISTRATION.
(a) Commencing after March 31, 1999, Holder or Holders may
request at any time (by written notice delivered to the Company) that the
Company register under the Securities Act all or any portion of the Registrable
Securities held by (or then issuable to) such Holder or Holders (the "Requesting
Holders") for sale in the manner specified in such notice. In each such case,
such notice shall specify the number of Registrable Securities for which
registration is requested, the proposed manner of disposition of such
securities, and the minimum price per share at which the Requesting Holders
would be willing to sell such securities in an underwritten
-3-
4
offering. The Company shall, within five (5) Business Days after its receipt of
any Requesting Holders' notice under this Section 2(a) give written notice of
such request to all other Holders of Registrable Securities and afford them the
opportunity of including in the requested registration statement such of their
Registrable Securities as they shall specify in a written notice given to the
Company within twenty (20) days after their receipt of the Company's notice.
Within ten (10) Business Days after the expiration of such twenty (20) day
period, the Company shall notify all Holders requesting registration of (A) the
aggregate number of Registrable Securities proposed to be registered by all
Holders, (B) the proposed filing date of the registration statement, and (C)
such other information concerning the offering as any Holder may have reasonably
requested. If the Holders of a majority in aggregate amount of the Registrable
Securities to be included in such offering shall have requested that such
offering be underwritten, the managing underwriter for such offering shall be
chosen by the holders of a majority in aggregate amount of the Registrable
Securities being registered, with the consent of the Company, which consent
shall not be unreasonably withheld, not less than thirty-five (35) days prior to
the proposed filing date stated in the Company's notice, and the Company shall
thereupon promptly notify such Holders as to the identity of the managing
underwriter, if any, for the offering. On or before the 30th day prior to such
anticipated filing date, any Holder may give written notice to the Company and
the managing underwriter specifying either that (A) Registrable Securities of
such Holder are to be included in the underwriting, on the same terms and
conditions as the securities otherwise being sold through the underwriters under
such registration or (B) such Registrable Securities are to be registered
pursuant to such registration statement and sold in the open market without any
underwriting, on terms and conditions comparable to those normally applicable to
offerings in reasonably similar circumstances, regardless of the method of
disposition originally specified in Holder's request for registration.
(b) Company shall use its best efforts to file with the SEC
within ninety (90) days after the Company's receipt of the initial Requesting
Holders' written notice pursuant to Section 2(a), a registration statement for
the public offering and sale, in accordance with the method of disposition
specified by such Holders, of the number of Registrable Securities specified in
such notice, and thereafter use its best efforts to cause such registration
statement to become effective as quickly thereafter as is practicable, provided
that the Company may delay the filing of such registration statement for up to
an additional sixty (60) days if the Company determines that such a delay is
necessary either: (i) to obtain additional financial statements for inclusion in
such registration statement as a result of an acquisition or probable
acquisition of a "significant subsidiary" as such term is defined by the SEC in
Regulation S-X; or (ii) in order to complete or otherwise bring to fruition a
material business combination or proposed material corporate transaction which
in a pending status would render difficult the completion of a registration
statement in accordance with applicable SEC regulations. Such registration
statement may be on Form S-1 or another appropriate form (including Form S-3)
that the Company is eligible to use.
(c) The Company shall not have any obligation hereunder to
register any Registrable Securities under Section 2(a) unless it shall have
received requests from Holders to register at least 40% of the total Registrable
Securities. Further, the Holder(s) shall only have the right to exercise their
rights of demand under this Section 2(a) on two occasions in which the
registration statement is declared effective.
-4-
5
(d) Notwithstanding anything to the contrary contained herein,
the Company's obligation in Section 2(a) above shall extend only to the
inclusion of the Registrable Securities in a registration statement filed under
the Securities Act. The Company shall have no obligation to assure the terms and
conditions of distribution, to obtain a commitment from an underwriter relative
to the sale of the Registrable Securities or to otherwise assume any
responsibility for the manner, price or terms of the distribution of the
Registrable Securities.
(e) The Company shall not be obligated to effect any Demand
Registration within 180 days after the effective date of a previous underwritten
Demand Registration or a previous registration in which the Holders of
Registrable Securities were given piggyback rights pursuant to Section 3 and in
which there was no reduction in the number of Registrable Securities requested
to be included. The Company may postpone once for up to three months and once
for up to six months the filing or the effectiveness of a registration statement
for a Demand Registration if the Company determines that such Demand
Registration would reasonably be expected to have an adverse effect on any
proposal or plan by the Company or any of its subsidiaries to engage in any
financing, acquisition of assets or any merger, consolidation, tender offer or
other similar transaction; provided that in such event, the Holders of
Registrable Securities initially requesting such Demand Registration shall be
entitled to withdraw such request and, if such request is withdrawn, such Demand
Registration shall not count as one of the Demand Registrations permitted to
Holders of Registrable Securities hereunder and the Company shall pay all
Registration Expenses in connection with such registration; and provided further
that the Company may exercise such right only once in any 12-month period.
ARTICLE 3. PIGGYBACK REGISTRATIONS.
(a) Right to Piggyback. If at any time after the date hereof,
the Company proposes to file a registration statement under the Securities Act
(except with respect to registration statements on Forms X-0, X-0, or any other
form not available for registering the Registrable Securities for sale to the
public), with respect to an offering of Common Stock for its own account or for
the account of another person, then the Company shall in each case give written
notice of such proposed filing to the Holders of Registrable Securities at least
45 days before the anticipated filing date of the registration statement with
respect thereto (the "Piggyback Registration"), and shall, subject to Section
3(b) and 3(c) below, include in such Piggyback Registration such amount of
Registrable Securities as each such Holder may request within 20 days of the
receipt of such notice.
(b) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, the Company shall include in
such registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities and American Eco Shares requested to be
included in such registration to the extent that the number of shares to be
registered will not, in the opinion of the managing underwriters, adversely
affect the offering of the securities pursuant to clause (i), pro rata among the
Holders of
-5-
6
such Registrable Securities and the holders of the American Eco Shares on the
basis of the number of shares so requested to be included therein owned by such
Persons and (iii) third, provided that all Registrable Securities and American
Eco Shares requested to be included in the registration statement have been so
included, any other securities requested to be included in such registration.
(c) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities other than the Holders of Registrable Securities or
holders of the American Eco Shares, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the holders
initially requesting such registration, the Company shall include in such
registration (i) first, the securities requested to be included therein by the
holders requesting such registration, (ii) second, the Registrable Securities
and American Eco Shares requested to be included in such registration, to the
extent that the number of shares to be registered will not, in the opinion of
the managing underwriters, adversely affect the offering of the securities
pursuant to clause (i), pro rata among the Holders of Registrable Securities and
holders of American Eco Shares on the basis of the number of shares so requested
to be included therein owned by such Persons, and (iii) third, other securities
requested to be included in such registration.
ARTICLE 4. HOLDBACK AGREEMENTS.
(a) Each Holder of Registrable Securities shall not effect any
public sale or distribution (including sales pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the 10 days prior to and the 120-day
period beginning on the effective date of any underwritten primary registration
undertaken by the Company (except as part of such underwritten registration),
unless the underwriters managing the registered public offering otherwise agree.
(b) The Company shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the 30 days prior to and
during the 120-day period beginning on the effective date of any underwritten
Demand Registration on behalf of the Holders of Registrable Securities (except
as part of such underwritten registration or pursuant to registrations on Form
S-8 or S-4 or any successor form), unless the underwriters managing the
registered public offering otherwise agree.
ARTICLE 5. REGISTRATION PROCEDURES.
Whenever the Holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company shall use its best efforts to effect the registration of the resale of
such Registrable Securities and pursuant thereto the Company shall as soon as
practicable:
(a) prepare and file with the SEC a registration statement
with respect to the resale of such Registrable Securities and use its best
efforts to cause such registration statement to
-6-
7
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall furnish
to the counsel selected by the Holders of a majority of the Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed, which documents shall be subject to the review and consent
of such counsel);
(b) notify each Holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any Holder reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition of the Registrable Securities owned by the sellers
in such jurisdictions (provided that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange or trading system on which similar securities issued by the
Company are then listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
-7-
8
(h) enter into such customary underwriting agreements
(containing terms acceptable to the Company) as the Holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request; and
(i) make available for inspection during normal business hours
by any seller of Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement and any attorney, accountant
or other agent retained by any such seller or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and independent accountants
to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement.
ARTICLE 6. REGISTRATION EXPENSES.
All Registration Expenses in connection with any of the
registration events identified within this Agreement shall be borne by the
Company. All other expenses shall be borne by the Holders.
ARTICLE 7 INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted
by law, each Holder of Registrable Securities, its officers and directors and
each Person who controls such Holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses caused by any
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished to the Company by
such Holder for use therein or by such Holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company shall
provide reasonable and customary indemnification to such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities.
(b) In connection with any registration statement in which a
Holder of Registrable Securities is participating, each such Holder shall
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to
-8-
9
make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished by such Holder.
(c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
ARTICLE 8 OBLIGATION OF HOLDERS.
(a) In connection with each registration hereunder, each
selling Holder will furnish to the Company in writing such information with
respect to such seller and the securities held by such seller, and the proposed
distribution by them as shall be reasonably requested by the Company in order to
assure compliance with federal and applicable state securities laws, as a
condition precedent to including such seller's Registrable Securities in the
registration statement. Each selling Holder also shall agree to promptly notify
the Company of any changes in such information included in the registration
statement or prospectus as a result of which there is an untrue statement of
material fact or an omission to state any material fact required or necessary to
be stated therein in order to make the statements contained therein not
misleading in light of the circumstances then existing.
(b) In connection with each registration pursuant to this
Agreement, the Holders included therein will not effect sales thereof until
notified by the Company of the effectiveness of the registration statement, and
thereafter will suspend such sales after receipt of telegraphic or written
notice from the Company to suspend sales to permit the Company to correct or
update a registration statement or prospectus. At the end of any period during
which the Company is obligated to keep a registration statement current, the
Holders included in said registration statement shall discontinue sales of
shares pursuant to such registration statement upon receipt of
-9-
10
notice from the Company of its intention to remove from registration the shares
covered by such registration statement which remain unsold, and such Holders
shall notify the Company of the number of shares registered which remain unsold
immediately upon receipt of such notice from the Company.
ARTICLE 9 INFORMATION BLACKOUT.
(a) At any time when a registration statement effected
pursuant to this Agreement relating to Registrable Securities is effective, upon
written notice from the Company to the Holders that the Company has determined
in good faith that sale of Registrable Securities pursuant to the registration
statement would require disclosure of non-public material information not
otherwise required to be disclosed under applicable law (an "Information
Blackout"), all Holders shall suspend sales of Registrable Securities pursuant
to such registration statement until the earlier of:
(i) thirty (30) days after the Company makes such
good faith determination; and
(ii) such time as the Company notifies the Holders
that such material information has been disclosed to the public or has ceased to
be material or that sales pursuant to such registration statement may otherwise
be resumed (the number of days from such suspension of sales by the Holders
until the day when such sale may be resumed hereunder is hereinafter called a
"Sales Blackout Period").
(b) Notwithstanding the foregoing, there shall be no more than
two (2) Information Blackouts during the term of this Agreement and no Sales
Blackout Period shall continue for more than thirty (30) consecutive days.
ARTICLE 10 MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
that state's conflict of laws provisions.
(b) Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(c) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the Holders.
(d) Notices. All communications under this Agreement shall be
sufficiently given if delivered by hand or by overnight courier or mailed by
registered or certified mail, postage prepaid, addressed,
-10-
11
(i) if to the Company, to:
Dominion Bridge Corporation
000 xxx Xxxxx Xxxx
Xxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
Attention: Chairman
with a copy to:
Xxxxxx X. Xxxxx, Esquire
Xxxxxxxx Ingersoll Professional Corporation
00 Xxxx Xxxxxx, 00xx Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
or, in the case of the Holders, at such address as each such Holder shall have
furnished in writing to the Company and set forth on the attached notice
schedule; or at such other address as any of the parties shall have furnished in
writing to the other parties hereto.
(e) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(f) Entire Agreement; Survival; Termination. This Agreement is
intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
have executed this Agreement as of the date first written above.
DOMINION BRIDGE CORPORATION
By: /s/ XXXXX X. XXXXXXX
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
HOLDER:
XXXXX INVESTMENTS, INC.
BY: /s/ XXXX XXXXXXXXXX
-------------------------
Name: Xxxx Xxxxxxxxxx
Title:
-11-
12
HOLDER:
WELLGATE INTERNATIONAL LTD.
BY: /s/ XXXXXX X. XXXXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
BY: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
-12-
13
NOTICE SCHEDULE:
List of Holders:
Xxxxx Investments, Inc.
000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Wellgate International Ltd.
x/x Xxxxxxx Xxxxxxx
XXXX Xxxxx
00xx Xxxxx
0000 Xxxx-Xxxxxxxx Blvd. West
Montreal, Quebec, Canada H3B 3S6
Attention: J. Xxxxx Xxxxxxx
-13-
