EXHIBIT 10.47(b)
MEGAPRO TOOLS, INC.
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of September 6, 2002 (this "AGREEMENT"),
by and among Megapro Tools, Inc., a Nevada corporation (the "COMPANY"), and the
stockholders party to this Agreement listed in Schedule 1 (the "STOCKHOLDERS").
Capitalized terms used herein are defined in Section 1.
PRELIMINARY STATEMENT
The Company and its Stockholders desire to promote their mutual interests
by imposing certain restrictions and obligations on the Company, and its
Stockholders with respect to the Company Securities held by such Stockholders.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereby agree as follows:
1. DEFINITIONS.
(a) For the purposes of this Agreement, the terms listed below shall
be defined as follows:
"AFFILIATE" means, as to any Person, any entity which controls, is
controlled by, or is under common control with, such Person or any entity formed
as a result of a reorganization of such Person. Anything in this Agreement to
the contrary notwithstanding, for the purposes of this Agreement, no USI Holder
shall be deemed an Affiliate of the Company.
"AGREEMENT" has the meaning set forth in the introductory paragraph.
"BOARD" means the Board of Directors of the Company.
"COMPANY" has the meaning set forth in the introductory paragraph.
"COMPANY SECURITIES" means the authorized, issued and outstanding
common stock or any other equity securities (including, any security convertible
into any equity security) issued by the Company.
"XXXXXXX" means Xxxxxx Xxxxxxx.
"XXXXXXX HOLDERS" means collectively, Xxxxxxx, any Immediate Family
member of Xxxxxxx, any Estate Planning Vehicle of Xxxxxxx and any majority-owned
Affiliate of Xxxxxxx, (including, without limitation, PNC) in each case to whom
is directly or indirectly transferred Company Securities.
"ESTATE PLANNING VEHICLE" means, with respect to any Stockholder
that is a natural person, a Person formed for the estate planning purposes of
such Stockholder and for the benefit of one or more members of the Immediate
Family of such Stockholder.
"IMMEDIATE FAMILY" means, with respect to any Stockholder that is a
natural person, any spouse, parent or descendant (adopted or natural) or sibling
of such Stockholder, or any custodian or trustee for the account or benefit of
such Person.
"MAJORITY XXXXXXX HOLDERS" means, at any time, Xxxxxxx Holders
holding Voting Securities representing a majority of the Voting Securities then
held by all Xxxxxxx Holders.
"MAJORITY HOLDERS" means, at any time, Stockholders holding a
majority in interest of the Voting Securities at such time.
"MAJORITY USI HOLDERS" means, at any time, USI Holders holding
Voting Securities representing a majority of Voting Securities then held by all
USI Holders.
"NOTICE OF ACCEPTANCE" has the meaning set forth in Section 6(a).
"OFFER" has the meaning set forth in Section 6(a).
"OFFERED SECURITIES" has the meaning set forth in Section 6(a).
"OTHER STOCKHOLDERS" has the meaning set forth in Section 3.
"PARTICIPATION OFFER" has the meaning set forth in Section 3.
"PERSON" means any corporation, partnership (including, without
limitation, a limited partnership), limited liability company, limited liability
partnership, business trust, individual, trust, estate, legal representative or
other entity.
"PNC" means PNC Tool Holdings LLC, a Neveda limited liability
company.
"SECTION 3 NOTICE" has the meaning set forth in Section 3.
"SECTION 3 SALE" has the meaning set forth in Section 3.
"SECTION 3 TRANSFEROR" has the meaning set forth in Section 3.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder.
"STOCKHOLDER" means any Person that owns any Company Securities and
that is a party to this Agreement.
"STOCK PURCHASE AGREEMENT" has the meaning set forth in Section 5.
"TRANSFER" means the transfer, sale, gift, bequest, exchange,
assignment, mortgage, pledge, encumbrance or any other disposition, whether
voluntary or involuntary, of any nature whatsoever, affecting title to Company
Securities or any interest therein.
"USI" means USI Mayfair Limited, a company organized under the laws
of England.
"USI DIRECTOR" has the meaning set forth in Section 5(a).
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"USI HOLDERS" means, collectively, USI or any of its Affiliate, in
each case to whom is directly or indirectly Transferred Company Securities.
"UNRESTRICTED TRANSFERS" has the meaning set forth in Section 4
"VOTING SECURITIES" means, at any time, the then issued and
outstanding shares of voting common stock of the Company plus all other shares
of voting Company Securities then outstanding..
(b) Unless the context otherwise requires (i) a term has the meaning
assigned to it; (ii) words in the singular include the plural, and words in the
plural include the singular; (iii) provisions apply to successive events and
transactions; and (iv) "herein," "thereof" and other words of similar import
refer to this Agreement as a whole and not to any particular Section or other
subdivision.
2. TRANSFERS OF STOCK - GENERAL.
(a) Except for any Unrestricted Transfer, each Stockholder agrees
that it shall not Transfer any Company Securities during the period (the
"LOCK-UP PERIOD") commencing on the date hereof and ending on the two year
anniversary of the date hereof; it being agreed that any Transfer of any Company
Securities made in violation of this Agreement shall not be effective and shall
not be recorded on the stock record books of the Company. Without limiting the
generality of the foregoing, the parties agree that any modification to the
beneficial ownership of any Xxxxxxx Holder (other than a Xxxxxxx Holder that is
an individual) shall constitute a Transfer of Company Securities in violation of
this Section 2(a) unless such would otherwise constitute an Unrestricted
Transfer and complies with Section 2(b) - it being agreed that each beneficial
owner of each Xxxxxxx Holder shall unconditionally and absolutely guarantee the
obligations of such Xxxxxxx Holder hereunder, in form and substance reasonably
satisfactory to the Majority USI Holders.
(b) Any Stockholder anticipating making a Transfer of Company
Securities shall promptly notify the Company, and the Company shall promptly
notify the other Stockholders of the name of each transferee and the anticipated
date of such proposed Transfer. In addition to the other terms and conditions
precedent to the Transfer of any Company Securities set forth in this Agreement
(and notwithstanding anything in this Agreement to the contrary), no Stockholder
shall Transfer any Company Securities to any Person during the Lock-Up Period
unless such Person shall become a party to this Agreement, and thereby agrees in
writing to be bound by all the terms hereof. For the avoidance of doubt, the
foregoing condition shall apply to all Transfers including, without limitation,
Unrestricted Transfers.
3. TAG-ALONG RIGHTS. Except in the case of an (y) Unrestricted Transfer or
(z) a Transfer of Company Securities registered under the Securities Act to a
non-Affiliated third Person effected through an ordinary course open market
transaction, if at any time after the Lock-Up Period, one or more Stockholders
(a "SECTION 3 TRANSFEROR") propose to Transfer to one or more Persons any
Company Securities in one or a series of more than one transactions where the
consideration (whether in cash or in-kind) being paid for such Company
Securities is in excess of $10,000 (a "SECTION 3 SALE"), then the Section 3
Transferor shall give written notice (the "SECTION 3 NOTICE") to the other
Stockholders holding such Company Securities (the "OTHER STOCKHOLDERS") of such
proposal at least thirty (30) days prior to effecting such Section 3 Sale. The
Section 3 Notice shall specify (i) the Company Securities proposed to be
Transferred and the consideration for which the Section 3 Transferor proposes to
make such Section 3 Sale and (ii) that each Other Stockholder may request to
have included in the proposed Section 3 Sale such Other Stockholder's pro rata
portion (based on such Other Stockholder's aggregate holdings of such Company
Securities relative the aggregate holdings of all such Company Securities held
by all the Stockholders) of the Company Securities to be Transferred (the
"PARTICIPATION OFFER"). At any time after
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receipt of the Section 3 Notice (but in no event more than 10 days), if any
Other Stockholder shall accept the Participation Offer, the Section 3 Transferor
shall reduce, to the extent necessary, the number of shares of Company
Securities it otherwise would have sold in the proposed Transfer so as to permit
those Other Stockholders who have accepted the Participation Offer to sell the
number of shares of Company Securities, if applicable, that they are entitled to
sell under this Section 3. If the Participation Offer has been accepted with
respect to any Company Securities proposed to be Transferred, then the Section 3
Transferor may not effect any Transfer of any Company Securities to any
transferee unless such transferee shall also purchase from the Other
Stockholders accepting such Participation Offer the Company Securities permitted
to be included by such Other Stockholders in such Transfer pursuant to this
Section 3; provided, however, that such transferee need not purchase any Company
Securities from any particular Other Stockholder (and may instead purchase a
like number of such Company Securities at the same price from the Section 3
Transferor) if such Other Stockholder who has accepted such Participation Offer
refuses to enter into any applicable agreements between the Section 3 Transferor
and the transferee on the same terms as are applicable to the Section 3
Transferor.
4. UNRESTRICTED TRANSFERS. The following Transfers ("UNRESTRICTED
TRANSFERS") are excepted from the operation of the restrictions provided for in
Sections 2(a) and 3 of this Agreement; provided, that in the event of any such
Transfer, all references to the Company Securities of a Stockholder in this
Agreement shall be deemed to include all Company Securities so Transferred and
all references to a Stockholder in this Agreement shall be deemed to include any
and all Persons to whom such Company Securities are Transferred:
(a) Transfers from any Stockholder to any majority-owned (directly
or indirectly) Affiliate of such Stockholder;
(b) Transfers from any Stockholder to any other Stockholder;
(c) Transfers from Xxxxxxx to any member of the Immediate Family of
Xxxxxxx or any Estate Planning Vehicle of Xxxxxxx;
(d) Transfers (as collateral security) by any USI Holder to one or
more third party banks or financial institutions; and
(e) In the case of any Stockholder that is not natural persons,
Transfers to non-Affiliates of such Stockholder resulting from a bona fide
merger, stock sale, sale of all or substantially all the assets of such
Stockholder or other business combination transaction involving such
Stockholder, provided, that the provisions of this clause (e) shall not apply in
the case of any such transaction effected with the intent of circumventing the
Transfer restrictions this Agreement (it being agreed that in the case of a
dispute relating to this clause (e) the burden of proof as to whether any
transaction was effected with the intent of not circumventing this Agreement
shall be borne by the Stockholder proposing to effect such transaction).
5. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Xxxxxxx represents,
warrants and covenants to USI that (a) he is the 100 percent beneficial owner of
PNC and no other person or entity has any equity interest of any kind or nature
in or to PNC on the date hereof; (b) except as disclosed in the Stock Purchase
Agreement, dated August 23, 2002 (the "STOCK PURCHASE AGREEMENT") by and among,
the Company, USI and S and J Acquisition Corp., he has no interest (equity or
debt) in the Company of any kind or nature, (c) he unconditionally and
absolutely guarantees all the obligations of each Xxxxxxx Holder and the Company
hereunder and the obligations of the Company under Section 6.06 of the Stock
Purchase Agreement- it being agreed that such guarantee shall constitute a
primary obligation of Xxxxxxx (as if he were the obligor in each such case) and
shall not be subject to any off-set or defense of any kind
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or nature (all of same being irrevocably waived by Xxxxxxx), provided that the
foregoing guarantee shall not apply to the extent that the facts or
circumstances given rise to such guarantee obligation are outside the control of
Xxxxxxx and in all events such guarantee obligation shall expire on the two year
anniversary of the date hereof (except that claims made prior to such two year
anniversary under this guarantee shall expire upon the final resolution of such
claims); (d) the Xxxxxxx Holders do not own at least 5% of the stock of USI or
U.S. Industries, Inc. for the purposes of Section 304(c)(3)(B) of the Internal
Revenue Code of 1986, as amended; (e) the Xxxxxxx Holders have no present plan
or intention to acquire additional equity securities of Seller USI or the
Company; and (f) the Xxxxxxx Holders will not acquire any additional equity
securities of USI, U.S. Industries, Inc. or the Company during the four months
period after the date hereof without having received USI's prior written consent
to such acquisition, which consent may be granted or withheld by USI in its sole
and absolute discretion.
6. PRE-EMPTIVE RIGHTS.
(a) Subject to Section 6(e), the Company shall not issue, sell or
exchange, agree to issue, sell or exchange, or reserve or set aside for
issuance, sale or exchange, (i) any Company Securities or (ii) any option,
warrant or other right to subscribe for, purchase or otherwise acquire any
Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each
such case the Company shall have first complied with this Section 6. The Company
shall deliver to the Stockholders a written notice of any proposed or intended
issuance, sale or exchange of Offered Securities (the "OFFER"), which Offer
shall (A) identify and describe the Offered Securities, (B) describe the price
and other terms upon which the Offered Securities are to be offered, issued,
sold or exchanged, and (C) offer to issue and sell to or exchange with the
Stockholders up to their respective pro rata portion of such Offered Securities.
Subject to the last sentence of this Section 6(a), each Stockholder's pro rata
portion of the Offered Securities shall be determined by multiplying
seventy-five percent (75%) of the aggregate amount of the Offered Securities by
a fraction, the numerator of which is the number of shares of Voting Securities
then held by such Stockholder and the denominator of which is the number of
shares of Voting Securities then outstanding. Each Stockholder shall have the
right, for a period of twenty (20) days following delivery of the Offer, to
purchase or acquire such Stockholder's pro rata portion of the Offered
Securities at the price and upon the other terms specified in the Offer. The
Offer, by its terms, shall remain open and irrevocable for such twenty (20) day
period. To accept an Offer, in whole or in part (provided, however, that the
Stockholders may only elect to purchase part of the Offered Securities if the
Offer is not contingent on the sale to the prospective purchaser of all of the
Offered Securities), such Stockholder must deliver a written notice ("NOTICE OF
ACCEPTANCE") to the Company prior to the end of the twenty (20) day period of
the Offer, setting forth the portion (or all, if the Offer is contingent upon
the sale to the prospective purchaser of all of the Offered Securities) of such
Stockholder's pro rata portion of the Offered Securities that such Stockholder
elects to purchase. In addition, each Stockholder shall have the right to
purchase (which right shall be exercised by notice to such effect in the Notice
Of Acceptance) any Offered Securities not accepted by any other Stockholder, in
which case the Offered Securities not accepted by any such other Stockholders
shall be deemed, on the same terms and conditions, to be offered from time to
time during such twenty (20) day period to and accepted by such Stockholders who
exercised their options under this sentence ratably based on their interests in
the Company or as they may otherwise agree.
(b) If a Notice of Acceptance is not given by a Stockholder in
respect of such Stockholder's pro rata portion of the Offered Securities, the
Company shall have ninety (90) days from the expiration of the twenty (20) day
period to issue, sell or exchange all or any part of such Offered Securities as
to which a Notice of Acceptance has not been given, but only to the offerees or
purchasers described in the Offer and only upon terms and conditions (including,
without limitation, price per share) which are not more favorable, in the
aggregate, to the acquiring Person or Persons or less favorable to the Company
than those set forth in the Offer.
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(c) Upon the closing of the issuance, sale or exchange of the
Offered Securities that are subject to a Notice of Acceptance, the Stockholders
shall acquire from the Company, and the Company shall issue to the Stockholders,
the number of Offered Securities specified in the Notice of Acceptance, upon the
terms and conditions specified in the Offer. The purchase by the Stockholders of
any Offered Securities is subject in all cases to the preparation, execution and
delivery by the Company and the Stockholders of a purchase agreement relating to
such Offered Securities that is reasonably satisfactory in form and substance to
the Stockholders and their counsel and in compliance with all applicable
securities laws.
(d) Any Offered Securities that are not acquired by the Stockholders
or the offerees or purchasers described in the Offer in accordance with this
Section 6 may not be issued, sold or exchanged until they are again offered to
the Stockholders under the procedures specified in this Section 6.
(e) Notwithstanding the foregoing, the pre-emptive rights of the
Stockholders arising under this Section 6 shall not apply to: (i) the issuance
by the Company of Offered Securities to employees, directors or consultants of
the Company pursuant to any Company stock option or other equity incentive plan,
in connection with an employment or consulting agreement or arrangement with the
Company, or in exchange for other securities of the Company (including, without
limitation, options granted under option plans) held by any such employees,
directors or consultants; or (ii) Offered Securities issued in connection with
the acquisition of the business of another entity, whether by the purchase of
equity securities, assets or otherwise; or (iii) Offered Securities issued as a
stock dividend to Stockholders or upon any subdivision or combination of Company
Securities; or (iii) Offered Securities issued pursuant to or as contemplated by
that certain Stock Purchase Agreement, dated as of the August 23, 2002 by and
between USI and the Company; or (iv) Offered Securities sold by the Company in
an underwritten public offering pursuant to an effective registration statement
under the Securities Act; or (v) capital stock or securities exercisable for or
convertible into such capital stock issued in connection with any equipment
leases or borrowings, direct or indirect, from third-party financial or other
institutions regularly engaged in such businesses; or (vi) any warrants issued
without consideration or for nominal consideration in connection with any
third-party debt financings; or (vii) any performance-based equity issued to
third-parties in connection with strategic relationships.
(f) The failure of any Stockholder to exercise its rights under this
Section 6 shall not be deemed to be a waiver of its rights hereunder in
connection with any subsequent issuance, sale or exchange, or agreement to
issue, sell or exchange, or reservation or setting aside for issuance, sale or
exchange, of Offered Securities.
7. NOTATION ON CERTIFICATES. The certificates representing Company
Securities held by the Stockholder(s) shall be endorsed with appropriate legends
referring to the federal securities laws and any applicable state securities
laws and they shall also be endorsed with a legend that is to read substantially
as follows:
"THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE
PROVISIONS AND TRANSFER RESTRICTIONS OF A STOCKHOLDERS' AGREEMENT,
BETWEEN THE ISSUER OF THIS CERTIFICATE AND ITS STOCKHOLDERS, A COPY
OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE ISSUER OF
THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO SIGNIFICANT RESTRICTIONS, INCLUDING, WITHOUT LIMITATION,
CERTAIN TAG-ALONG
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RIGHTS THAT ARE SET FORTH IN SUCH STOCKHOLDERS' AGREEMENT."
8. INFORMATION RIGHTS. The Company will permit each Stockholder on
reasonable notice to visit and inspect during normal business hours any of the
properties of the Company and to examine its books and records, and to discuss
with its officers the business and affairs of the Company, at such reasonable
times as such persons may desire without disruption of the Company's normal
business and affairs for any reasonable purpose relating to its investment in
the Company. As soon as available, the Company will deliver to each Stockholder
copies of all reports, filings and other documents filed by the Company at the
Securities Exchange Commission or any other governmental authority, or to the
extent made available to the Company, filed by any person or entity in respect
of the Company at the Securities Exchange Commission or any other governmental
entity.
9. WAIVER AND MODIFICATION. The Company by majority vote of its directors,
or any Stockholder by written consent, may waive its respective rights hereunder
either generally or with respect to one or more specific Transfers which have
been proposed, attempted or made. This Agreement may be modified by majority
vote of the directors of the Company and the written consent of the Majority USI
Holders and the Majority Xxxxxxx Holders; provided, that if any such
modification is detrimental in any material respect to any Stockholder (other
than any USI Holder or any Xxxxxxx Holder), then such modification shall require
the written consent of such Stockholder.
10. ADDITIONAL STOCK; LEGAL OPINION. This Agreement shall include and
apply to any additional Company Securities hereafter acquired by any Stockholder
or any subsequent party to this Agreement. If requested in writing by a
Stockholder, the Company shall deliver to such Stockholder a legal opinion from
counsel reasonably acceptable to such Stockholder to the effect that (a) the
Company had full corporate power and authority to issue such Company Securities,
(b) the issuance of such Company Securities was duly authorized by all necessary
corporate action of the Company, (c) the issuance of such Company Securities did
not conflict with, violate (or otherwise create a default under) the Articles of
Incorporation or bylaws of the Company, or, to the knowledge of such counsel,
the terms of any contract or other binding arrangement to which the Company was
a party or otherwise bound at the time of such issuance, and (d) such Company
Securities were validly issued, fully paid and non-assessable.
11. BINDING EFFECT; FURTHER ASSURANCES. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors, permitted assigns and other
transferees, including Persons who purchase or receive any Company Securities
from a Stockholder, and the parties hereto agree for themselves and their
respective heirs, executors, administrators, successors, permitted assigns and
other transferees to execute any instruments which may be necessary or proper to
carry out the purposes and intent of this Agreement.
12. NOTICES. All notices hereunder shall be in writing and shall be hand
delivered or sent by express, registered or certified mail, postage prepaid,
return receipt requested, or reputable overnight courier service, to the Company
at its address as set forth in the signature page hereto, and to the
Stockholders at their last addresses shown on the records of the Company. All
such notices shall be deemed to have been duly given (a) if delivered by hand,
when delivered, (b) if delivered by express mail or reputable overnight courier
service, when delivered, and (c) if sent by registered or certified mail, five
(5) days after being deposited in the mail.
13. TERM. This Agreement shall terminate on the earliest of (a) upon the
dissolution, bankruptcy, or insolvency of the Company, or any assignment of all
or substantially all of the Company's assets for the benefit of any creditor of
the Company, (b) by mutual agreement of the Company, the
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Majority USI Holders and the Majority Xxxxxxx Holder and (c) the five year
anniversary of the date hereof. In addition, if at any time, any one Stockholder
ceases to beneficially own at least five percent (5%) of the Voting Securities,
then the rights and obligations of such Stockholder hereunder shall
automatically terminate for so long as such Stockholder continues to
beneficially own less than five (5%) of the Voting Securities; provided, that
for the purposes of this sentence all USI Holders shall be deemed to be one
Stockholder, all Xxxxxxx Holders shall be deemed one Stockholder. For the
avoidance of doubt, if the rights and obligations of any one Stockholder shall
automatically terminate pursuant to the immediately preceding sentence, then
this Agreement shall automatically be deemed modified to delete all references
such Stockholder in this Agreement.
14. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement shall be construed
under and governed by the laws of the State of Nevada, without giving effect to
its conflicts of laws principles. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
15. ENTIRE AGREEMENT; SEVERABILITY. This Agreement constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement. Should any part of this Agreement for any reason be declared by any
court of competent jurisdiction to be invalid, that decision shall not affect
the validity of the remaining portion, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portion
eliminated, it being the intent of the parties that they would have executed the
remaining portion of the Agreement without including any part or portion that
may for any reason be declared invalid.
16. COUNTERPARTS; FACSIMILE EXECUTION. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Agreement shall become effective when each party hereto shall have received a
counterpart hereof signed by the other parties hereto. Facsimile execution and
delivery of this Agreement shall be legal, valid and binding execution and
delivery for all purposes.
17. SPECIFIC PERFORMANCE. Each of the parties agrees that damages for a
breach of or default under this Agreement would be inadequate and that in
addition to all other remedies available at law or in equity that the parties
and their successors and assigns shall be entitled to specific performance or
injunctive relief, or both, in the event of a breach or a threatened breach of
this Agreement.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
USI MAYFAIR LIMITED
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
MEGAPRO TOOLS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
PNC TOOL HOLDINGS LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
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