VOTING AND DISPOSITION AGREEMENT
VOTING AND DISPOSITION AGREEMENT dated as of November 5, 1997, among
Xxxxxxxx Xxxxxxxx ("Xxxxxxxx") and each of the purchasers (the "Purchasers") of
the 11% Convertible Senior Subordinated Discount Notes due 2007 (the
"Convertible Notes") of International Fast Food Corporation, a Florida
corporation ("IFFC"), listed on the signature pages hereto.
WHEREAS, Xxxxxxxx is the Chairman of the Board, Chief Executive Officer,
President and principal shareholder of IFFC;
WHEREAS, IFFC is offering (the "Offering") $27,536,000 aggregate stated
principal amount at maturity of Convertible Notes;
WHEREAS, the execution of this Agreement by Xxxxxxxx is a condition
precedent related to the Offering to the obligations of the Purchasers under the
Securities Purchase Agreements related to the Offering dated as of the date
hereof between IFFC and each of the Purchasers;
NOW, THEREFORE, in consideration of $1.00 and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. VOTING OF SECURITIES.
x. Xxxxxxxx agrees that for so long as not less than $6,894,250 in
principal amount of the Convertible Notes are outstanding, he shall vote any
voting securities now or hereafter beneficially owned by him in favor of one
individual designated to the Board of Directors of IFFC by the holders of a
majority in principal amount of the Notes.
x. Xxxxxxxx agrees to notify the holders of the Convertible Notes at
least 105 days prior to any election of directors of IFFC. The holders of the
Convertible Notes shall notify Xxxxxxxx at least 90 days prior to any election
of directors as to the identity of such holders' designee.
2. DISPOSITION OF SECURITIES. Xxxxxxxx agrees that for a period of three
years after the date hereof, he shall not sell, transfer or otherwise dispose of
any shares of capital stock of IFFC beneficially owned by him except as follows:
a. by will, by the laws of descent and distribution or by gift to
his spouse, lineal descendants, parents or siblings (or to a trust for the
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benefit of any of the foregoing), PROVIDED, HOWEVER, that any such
transferee shall agree in writing to be bound by, and to comply with, all
applicable provisions of this Agreement as a successor or assign of
Xxxxxxxx (a "Permitted Transferee");
b. subject to paragraph 3 hereof, in amounts not to exceed the
volume permitted for sales by "affiliates" under paragraph (e)(1) of Rule
144 under the Securities Act of 1933, as amended, PROVIDED, that for
purposes hereof,
i. dispositions by any Permitted Transferees of Xxxxxxxx
pursuant to clause (a) above of shares of capital stock transferred
by Xxxxxxxx shall be aggregated with dispositions by Xxxxxxxx, and
ii. the number of shares that may be disposed of in any 90-day
period shall be increased by the aggregate number of shares that
could have been disposed of in all prior 90-day periods hereunder
and were not theretofore disposed of; and
c. in compliance with paragraph 3 hereof.
The Company agrees not to effect any transfer of shares of capital stock on its
books in violation of the provisions of this Agreement. The parties acknowledge
that any transfer or attempted transfer in violation hereof shall be null and
void AB INITIO and of no force and effect.
3. RIGHT OF CO-SALE.
a. If Xxxxxxxx (including, for this purpose any Permitted
Transferee) proposes to sell, exchange, pledge, transfer or in any other manner
dispose of 25% or more of the shares of Common Stock held by Xxxxxxxx as of the
date hereof in a single transaction or series of related transactions, then
Xxxxxxxx shall give written notice (a "Notice of Intention to Sell") to the
Company setting forth in reasonable detail the terms and conditions of such
proposed transaction. Upon receipt of such Notice of Intention to Sell, the
Company shall promptly forward a copy thereof to each Purchaser.
b. Each Purchaser shall have the right, exercisable upon written
notice to the Company within fifteen (15) days after receipt of any Notice of
Intention to Sell, to participate in the proposed disposition of shares to the
proposed purchaser on the terms and conditions set forth in such Notice of
Intention to Sell. Each Purchaser may participate with respect to all or any
part of that number of shares of Common Stock which is equal to the product
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obtained by multiplying (i) the aggregate number of shares of Common Stock
covered by the proposed disposition by (ii) a fraction, the numerator of which
is the number of shares of Common Stock at the time beneficially owned by such
Purchaser and the denominator of which is the aggregate number of shares of
Common Stock then beneficially owned by Xxxxxxxx and the Purchasers.
c. Each Purchaser participating in the proposed disposition (a
"Participating Purchaser") shall deliver to the Company, as agent for such
Participating Purchaser, for transfer to the proposed acquiror one or more
certificates, properly endorsed for transfer or accompanied by stock transfer
powers duly endorsed for transfer, with all stock transfer taxes paid and stamps
affixed, which represent the number of shares of Common Stock that such
Participating Purchaser elects to dispose of pursuant to this paragraph 3. The
consummation of such proposed disposition shall be subject to the sole
discretion of Xxxxxxxx, who shall have no liability whatsoever to any
Participating Purchaser other than to obtain for such Participating Purchaser
the same terms and conditions as those obtained by Xxxxxxxx as set forth in the
Notice of Intention to Sell or any amendment thereof communicated to the other
Participating Purchasers in the manner provided for in paragraph 3(a) above.
d. The stock certificate or certificates delivered by each
Participating Purchaser to the Company pursuant to paragraph 3(c) shall be
transferred by the Company to the acquiror in consummation of the disposition of
the Common Stock pursuant to the terms and conditions specified in paragraph
3(a) and the Company shall promptly thereafter remit to such Participating
Purchaser that portion of the net proceeds of disposition to which such
Participating Purchaser is entitled by reason of such participation.
4. RESTRICTIVE LEGEND. Each certificate representing shares of capital
stock of the Company held by Xxxxxxxx or any Permitted Transferee pursuant to
paragraph 2(a) above, and each certificate issued in exchange of or replacement
therefor, shall conspicuously bear the following legend until such time as the
shares represented thereby are no longer subject to the provisions hereof:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AND
DISPOSITION AGREEMENT, DATED AS OF NOVEMBER 5, 1997,
AMONG THE COMPANY AND THE OTHER PARTIES THERETO. COPIES
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
COMPANY."
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The Company covenants that it shall keep a copy of this Agreement on
file at the address of its principal executive offices for the purpose of
furnishing such copies.
5. AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereby may not be given, except with the prior written consent of
Xxxxxxxx and the registered holders of not less than a majority of the
then-outstanding Convertible Notes.
6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
7. FURTHER ASSURANCES. The parties agree to execute and deliver all such
further documents and agreements and take such other and further action as may
be necessary or appropriate to carry out the purposes and intent of this
Agreement.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
9. SEVERABILITY. In case any one of more of the provisions contained in
this Agreement or in any instrument contemplated hereby, or any application
thereof, shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein, and any other application thereof, shall not in any way be
affected or impaired thereby.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
to the extent set forth herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Xxxxxxxx Rubininson
---------------------------------------
Name: Xxxxxxxx Rubininson
Title: President
Purchaser: NORTHSTAR HIGH TOTAL RETURN FUND
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Purchaser: NORTHSTAR HIGH TOTAL RETURN FUND II
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Purchaser: NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Purchaser: BANKAMERICA INVESTMENT CORP.
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Controller
Purchaser: XXXX XXXXX INCOME TRUST, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
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