SUPPORT AGREEMENTNon-Competition Agreement • January 28th, 2004 • Stanley Works • Cutlery, handtools & general hardware
NOW THEREFORE in consideration of the mutual covenants set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties to this Agreement, Offeror, Parent and the Corporation hereby agree as follows:
Joint Filing AgreementJoint Filing Agreement • January 28th, 2004 • Stanley Works • Cutlery, handtools & general hardware
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D will be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but will not be responsible for the completeness and accuracy of the information concerning one of the others, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Agreement will be attached as an exhibit of the foregoing statement on Schedule 13D.
LOCK-UP AGREEMENTLock-Up Agreement • January 28th, 2004 • Stanley Works • Cutlery, handtools & general hardware • Quebec
In consideration of The Stanley Works (“Parent”) and 6181708 Canada Inc. (“Offeror”), an indirect wholly owned subsidiary of Parent, entering into a support agreement (the “Support Agreement”) dated as of the date hereof with Frisco Bay Industries Ltd. (the “Corporation”), and thereby and hereby agreeing to make public offers for all of the Class A Common Stock (the “Class A Shares”) and all of the Common Stock (the “Common Shares” and, together with the Class A Shares, the “Shares”) in the capital of the Corporation (such offers being referred to herein as the “Class A Offer” and the “Common Share Offer”, respectively, and collectively as the “Offers”), and the Sellers entering into this Agreement, the Offeror agrees with the Sellers to make the Offers on the terms and subject to the conditions contained in the Support Agreement and the Sellers agree to enter into this Agreement to support the Offers and to deposit or cause to be deposited all Shares now or hereafter owned or controll
