0001279569-05-000230 Sample Contracts

ROYAL GROUP TECHNOLOGIES LIMITED
Conversion Agreement • April 6th, 2005 • Royal Group Technologies LTD • Miscellaneous plastics products • Ontario

This letter (the “Agreement”) provides the terms and conditions pursuant to which Royal Group Technologies Limited (“RGTL”) agrees to reorganize its capital to eliminate its multiple voting shares and under which you and the De Zen Affiliates (as defined below) agree to convert any and all multiple voting shares currently held by you and the De Zen Affiliates into subordinate voting shares on a share-for-share basis as provided in the articles of RGTL.

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