CONSENT AND INTERVENTION
EXHIBIT FF
EXECUTION COPY
CONSENT AND INTERVENTION
Date: July 12, 2007
Reference is hereby made to the amended and restated shareholders agreement (the “Shareholders
Agreement”) by and among Power Technology Investment Corporation (“PTIC”), FMRC Family Trust
(“FMRC”), Picchio Pharma Inc. (the “Corporation”) and Xx. Xxxxxxxxx Xxxxxxx dated as of November 9,
2006.
FMRC had advised the Corporation and PTIC of the proposed transactions described on Schedule A
hereto.
Each of 18056 Yukon Inc. (“Yukon2”) and 1324286 Alberta Ltd. (“Alberta Ltd.”) hereby agrees, as and
when such party becomes a shareholder of the Corporation in accordance with the transactions
described in Schedule A hereto and without releasing FMRC under the Shareholders Agreement, to be
bound by the terms and conditions of the Shareholders Agreement as if each were an additional
original party thereto and each agrees that it shall remain at all times a Permitted Transferee (as
defined in the Shareholders Agreement) of FMRC (in the case of Yukon2, it must continue to be
directly or indirectly wholly-owned by Xx. Xxxxxxxxx Xxxxxxx, the members of its immediate family
(being his wife and children of the first degree (through blood or adoption)) or a trust for the
benefit of Xx. Xxxxxxxxx Xxxxxxx and the members of his immediate family), failing which the shares
of the Corporation held by such entities must be forthwith re-transferred to FMRC or another
Permitted Transferee.
Subject to the foregoing, the parties hereto hereby agree that each of Alberta Ltd. and Yukon2
shall be treated as “Permitted Transferees” pursuant to the Shareholders Agreement as and when such
party becomes a shareholder of the Corporation in accordance with the transactions described in
Schedule A hereto.
For the purposes of the Shareholders Agreement, it is agreed that FMRC, Yukon2 and Alberta Ltd.
shall be treated collectively as one party and one “Shareholder” and, except where the context
would require a reference only to FMRC (for example Section 10.3 of the Shareholders Agreement),
FMRC, Yukon2 and Alberta Ltd. shall be collectively referred to as “FMRC” for the purposes of the
Shareholders Agreement. Each of such entities must exercise their rights under the Shareholders
Agreement unanimously and together, and failure to do so shall nullify any purported exercise by
any of them.
XXXX XXXXXX XXXXX |
00000 YUKON INC.
Per: |
||||
1324286 ALBERTA LTD.
Per: |
||||
Accepted, acknowledged and agreed this 12th day of July, 2007.
POWER TECHNOLOGY INVESTMENT
CORPORATION
CORPORATION
Per: |
||||
Accepted, acknowledged and agreed this 12th day of July, 2007.
PICCHIO PHARMA INC.
Per: |
||||
