2 3 (b) PROXIES. AS SECURITY FOR THE AGREEMENTS OF THE STOCKHOLDERS PROVIDED FOR HEREIN, THE STOCKHOLDERS HEREBY GRANT TO MERGER SUB AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS INDICATED IN SECTION 1(a) ABOVE. THE STOCKHOLDERS AGREE THAT THIS...Voting Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Wisconsin
2- 3 remain outstanding and unexercised, the Common Shares issuable upon exercise of the Northwestern Warrants shall be deemed issued and outstanding and shall be deemed "Equityholder Shares", and (iv) if and so long as all or any part of the...Stockholders Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops)
Exhibit (d)(4) FORM OF CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of _________ __, 2000 by and among Calendar Holdings, Inc., a Delaware corporation ("Parent"), Calendar Acquisition Corp., a...Contribution Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Delaware
EXECUTION COPY PLEDGE AGREEMENT This Pledge Agreement (this "Agreement") is made as of January 30, 2000 between Howard Unger ("Pledgor"), and Jason Incorporated, a Wisconsin corporation, (the "Company"). Pledgor holds 117,780 shares of the common...Pledge Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Wisconsin
1 Exhibit (d)(7) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is dated as of ________, 2000 by and among Calendar Holdings, Inc., a Delaware corporation (the "Company"); Saw Mill Capital Fund II, L.P. ("Saw Mill"); [CHAIRMAN]...Registration Rights Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops)
1 Exhibit (e)(2) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of _________, 2000 by and between [THE COMPANY] (the "Company") and [_________] (the "Executive"). Capitalized terms used but not otherwise defined herein shall have the...Employment Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Wisconsin
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )Proxy Statement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Wisconsin
1 Exhibit (e)(1) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of _________, 2000 by and between [THE COMPANY] (the "Company") and [_________] (the "Executive"). Capitalized terms used but not otherwise defined herein shall have the...Employment Agreement • March 24th, 2000 • Jason Inc • Fabricated plate work (boiler shops) • Wisconsin
