SHAREHOLDER AGREEMENT
THIS AGREEMENT made the 20th day of February, 1996.
B E T W E E N:
CONSOLIDATED MERCANTILE CORPORATION,
MARSY INDUSTRIES LIMITED, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇,
(hereinafter sometimes collectively
called the "Depositors" or on
an individual basis as "Shareholder")
OF THE FIRST PART;
- and -
MONTREAL TRUST COMPANY OF CANADA, as Trustee,
a trust company existing
under the laws of Canada,
(hereinafter called the "Trustee")
OF THE SECOND PART;
- and -
MONTREAL TRUST COMPANY OF CANADA,
as Escrow Agent,
a trust company existing
under the laws of the Canada,
(hereinafter called the "Escrow Agent")
OF THE THIRD PART;
- and -
POLYAIR INTER PACK INC.,
a corporation incorporated under
the laws of the Province of Ontario,
(hereinafter called the "Corporation")
OF THE FOURTH PART.
WHEREAS the Corporation has an authorized capital consisting of an
unlimited number of Common and an unlimited number of Preference Shares of which
4,000,000 Common Shares are issued and outstanding.
AND WHEREAS it is the intention of the Corporation to make an initial
public offering (the "IPO") of certain securities including its Common Shares;
AND WHEREAS the Depositors are holders of Common Shares of the Corporation
and wish to record their agreement with each other and with the Trustee to pool
their Common Shares so the controlling vote at shareholders' meetings of the
Corporation will be vested in the Trustee;
AND WHEREAS the parties hereto have agreed to enter into an escrow
agreement made as of February 8, 1996 (the "Escrow Agreement") in connection
with the IPO pursuant to which 3,308,400 Common Shares will be transferred to
the Escrow Agent as the escrow agent named therein to be dealt with in the
manner prescribed under the Escrow Agreement;
AND WHEREAS the Shareholders also wish to record their mutual agreement to
provide each other with first rights of refusal in connection with the transfer
of Common Shares by a shareholder;
AND WHEREAS the Corporation has agreed to join in this Agreement to
evidence its consent to and agreement to be bound by the provisions hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is agreed by and between the parties hereto as follows:
1. VOTING TRUST PROVISIONS
(a) Transfer of Common Shares to Trustee - Each of the Depositors hereby
assigns and transfers to the Trustee Common Shares of the Corporation
as follows:
DEPOSITOR NO. OF COMMON SHARES
Consolidated Mercantile Corporation 2,599,537
Marsy Industries Limited and/or
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 461,713
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 195,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ 97,500
▇▇▇▇ ▇▇▇▇▇▇ 146,250
to be held in trust in accordance with the terms and provisions of this
Agreement. All of the aforesaid Common Shares shall be hereinafter referred to
as the "Deposited Shares".
(b) Escrowed Common Shares - Each of the Depositors hereby irrevocably
authorizes and directs the Escrow Agent to assign and transfer to the
Trustee any and all Common Shares of the Depositors which may be held
in escrow under the Escrow Agreement during the continuance of the
trust constituted by the provisions of Section 1 of this Agreement.
Each of the Depositors hereby irrevocably authorizes and directs the
Escrow Agent to deliver to the Trustee in advance of each meeting of
the shareholders of the Corporation suitable authorities or proxies to
permit the Trustee to exercise the voting rights attached to all
Common Shares which are subject to the Escrow Agreement.
(c) (i) Voting by Trustee - The Trustee shall vote the Deposited Shares at
all meetings of the shareholders of the Corporation during the
continuance of the trust constituted by this Agreement according to
the direction or directions from time to time received by the Trustee
from Consolidated Mercantile Corporation. Instructions to the Trustee
shall be provided in the form of a single instrument in writing and
shall be signed by Consolidated Mercantile Corporation.
(ii) Other Rights - As to all purposes other than the right to vote,
the Trustee shall hold the Deposited Shares as trustee for the persons
who transferred the same to the Trustee as aforesaid, and, without
charge or compensation, immediately pay all dividends, bonuses or
other distributions received by the Trustee from or in respect of the
Deposited Shares to the person who transferred such Deposited Shares
to the Trustee hereunder.
(d) Acceptance of Trust - The Trustee hereby accepts the trusts hereby
created and agrees to discharge the same unless and until it be
legally discharged therefrom either by resignation or otherwise.
(e) INTENTIONALLY DELETED
(f) Retirement of Trustee - The Trustee shall be entitled at any time to
retire from the trust created hereby upon no less than seven (7) days
prior written notice to the Depositors without stating any reason
therefor and without incurring any responsibility for any costs
occasioned thereby. In such event the Trustee is hereby authorized to
appoint a new trustee in its place, provided that such trustee to be
so appointed shall be a person or company consented to in writing by
not less than four of the Depositors, unless the Depositors fail after
seven (7) days prior written notice to name a new trustee whom they
desire to have appointed, then the Trustee shall be entitled to
appoint a trustee in its own discretion and to assign and transfer the
Deposited Shares to the person or company so appointed, provided that
the Trustee may, at its option, choose to follow the procedures set
forth in the Escrow Agreement in this regard.
(g) Miscellaneous Trust Provisos- The Depositors and the Corporation
hereby indemnify and save harmless the Escrow Agent and the Trustee
and its officers, directors, employees and agents from and against any
and all liabilities, losses, costs, claims, actions or demands
whatsoever which may be brought against the Escrow Agent/Trustee or
which it may suffer or incur as a result of or arising out of the
performance of its duties and obligations under this Agreement, save
only in the event of the negligent action, the negligent failure to
act, or the willful misconduct or bad faith of the Escrow
Agent/Trustee. It is understood and agreed that this indemnification
shall survive the termination or discharge of this Agreement or the
resignation of the Escrow Agent/Trustee.
The Escrow Agent/Trustee may employ or retain such counsel, auditors,
accountants or other experts of advisers, as it may reasonably require
for the purpose of determining and discharging its duties hereunder
and will not be responsible for any misconduct or negligence on the
part of any of them. The Escrow Agent/Trustee may, if it is acting in
good faith, rely on the accuracy of any opinion or report delivered by
such experts of advisers. The Corporation shall pay or reimburse the
Escrow Agent/Trustee for all reasonable fees, expenses and
disbursements of such counsel or advisors.
The Escrow Agent/Trustee will have no responsibility, if it is acting
in good faith, for the genuineness or validity of any securities,
documents or other things deposited with it. In the exercise of its
right, duties and obligations hereunder, the Escrow Agent/Trustee may,
if it is acting in good faith, rely as to the truth of the statements
and the accuracy of the opinions expressed in statutory declarations,
opinions, written requests, consents, orders or other evidence made in
any certificates or other documents provided to it.
If the Escrow Agent/Trustee, acting reasonably, shall be uncertain
concerning its duties or rights hereunder or shall have received
instructions, directions, claims or demands which in its opinion are
in conflict with other instructions, directions, claims or demands
received, or are in conflict with any of the provisions of this
Agreement, or if the Escrow Agent/Trustee shall have requested a
consent, receipt or other notice from any party and such consent,
receipt or other notice has not been received, the Escrow
Agent/Trustee may upon being funded sufficiently by the Corporation
seek directions from a court of competent jurisdiction.
The Corporation will pay the reasonable fees and expenses of the
Escrow Agent/Trustee in connection with the performance of the Escrow
Agent's/Trustee's obligations hereunder, including the reasonable fees
and disbursements of counsel or other experts employed by the Escrow
Agent/Trustee until all duties of the Escrow Agent/Trustee hereunder
shall be finally and fully performed.
No provision in this Agreement shall limit the rights of any
Depositors under applicable securities legislation.
If any provisions, or portion thereof, of this Agreement, or of the
application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement,
or the application of such provision or portion thereof, to any other
person or circumstances shall not be affected thereby and each
provision of this agreement shall be valid and enforceable to the
fullest extent permitted by law.
2. FIRST RIGHT OF REFUSAL PROVISIONS
(a) Subject to the provisions of this Agreement, if any Shareholder (the
"Offeror") shall desire or be obligated by law or otherwise to
transfer into the name of some other person or persons or to sell or
dispose of any Common Shares, the other Shareholders (the "Offerees")
shall have the prior right to purchase the Common Shares to be
transferred on the terms and in accordance with the procedure
contained in paragraph (b) of this section.
(b) The procedure on a proposed sale or transfer shall be as follows:
(i) An Offeror shall give to the secretary of the Corporation notice
in writing of its desired intention to transfer, sell or
otherwise dispose of any Common Shares. The notice (the "Selling
Notice") shall set out:
(A) the number of Common Shares;
(B) the price and terms of payment which the Offeror is willing
to accept for the Common Shares; and
(C) if the Offeror has received an offer to purchase the Common
Shares, the name and address of the proposed purchaser and
the terms of payment and price contained in the offer;
(ii) The secretary of the Corporation shall thereupon be deemed to be
the agent of the Offeror for the purpose of offering the Common
Shares to the Offerees on the terms of payment and for the price
contained in the Selling Notice;
(iii)The Common Shares shall be offered by the secretary for sale to
each Offeree in the same proportion as the number of Common
Shares held by such offeree is to all Common Shares which are
subject to this Agreement less any Common shares held by the
Offeror. The offer shall state that any Offeree desiring to
purchase Common Shares offered in excess of his or her proportion
shall state in his or her purchase notice (the "Purchase Notice")
how many Common Shares he or she desires to purchase in excess of
such proportion. If, within a period of fifteen (15) days from
the date upon which the secretary gives notice as aforesaid to
the Offerees, a Purchase Notice has not been given by an Offeree
to the secretary in respect of the Common Shares being offered,
such Offeree shall be deemed to have declined to purchase the
Common Shares being offered;
(iv) If any such Offeree does not deliver a Purchase Notice in respect
of its proportion of the Common Shares being offered, the
unclaimed Common Shares shall be used to satisfy the claims of
the Offerees in excess of their respective proportions. If claims
in excess are more than sufficient to exhaust unclaimed Common
Shares being offered, the unclaimed Common Shares shall be
divided pro rata among the Offerees desiring such Common Shares
in excess of their proportion in the same proportion as the
number of Common Shares held by each such Offeree at the date of
the offer is to all Common Shares which are held by such
Offerees, provided that no Offeree shall be bound to take any
Common Shares in excess of the number it so desires;
(v) If the Common Shares being offered shall not be capable of being
offered to or divided among the Offerees as set forth above
without resulting in division into fractions, the same shall be
offered or divided amongst the Offerees as nearly as may be in
accordance with the foregoing provisions and the balance shall be
offered to or divided among the Offerees or some of them in such
manner as may be determined by the Board of Directors of the
Corporation;
(vi) If any of the Common Shares being offered shall be accepted by
any Offeree pursuant to the provisions of this subparagraph (b),
the Common Shares being offered shall be sold to the Offeree for
the price and for the terms contained in the Selling Notice;
(vii)If Purchase Notices have not been given by the Offerees to
purchase all of the Common Shares being offered, the Offeror may,
within fifteen (15) days after the expiration of the fifteen (15)
day period hereinbefore mentioned, offer and sell the unpurchased
Common Shares to any other person at the price and on the terms
and conditions set out in the Selling Notice and in accordance
with the terms and conditions of this Agreement, but subject at
all times to the fact that the Offeror may be subject to certain
other agreements, requirements or conditions which affect,
restrict or impact upon the sale of his or her Shares, including,
without limitation, the Escrow Agreement made as of the date
hereof among the parties hereto;
(c) INTENTIONALLY DELETED
(d) Notwithstanding the provisions set forth in this paragraph 2 hereof,
in the event that any Shareholder shall be permitted to and in fact
sells Common Shares of the Corporation in addition to the Permitted
Annual Number of Sale Shares by reason of the provisions contained in
paragraphs 2B or 2C hereof, or in the event of any of the following
events occurring in respect of a Shareholder:
(i) the death of a Shareholder (in the case of Marsy Industries
Limited, considered to mean the death of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇);
(ii) the termination of a Shareholders' employment to and with the
Corporation or Cantar/Polyair Inc. by either party irrespective
of the reason (in the case of Marsy Industries Limited,
considered to mean ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ employment), provided that
in the case of any Shareholder who is party to a written
employment agreement to and with the Corporation or
Cantar/Polyair Inc., such employment is terminated in accordance
with the provisions of such employment agreement.; or
(iii)the permanent disability of a Shareholder (which, for the
purposes hereof, shall be construed in the same manner as defined
in any Employment Agreement entered into by the Shareholder and
Cantar/Polyair Inc., or if not so defined therein, shall mean
where a Shareholder fails to render services of the character
required of him because of illness or other incapacity for a
period 6 consecutive months, or for shorter periods aggregating
more than 6 months in any consecutive 12 month period),
then in such instances, all of the remaining Shareholders shall
have the right of first refusal to purchase any Common Shares of
the Corporation desired to be sold thereafter in excess of the
Permitted Annual Number of Sale Shares provided for in paragraph
2A hereof in accordance with the following provisions of
paragraph 2 hereof provided that the purchase price payable for
such shares shall be satisfied, as to 50%, in cash, and as to the
remaining 50% by means of a promissory note maturing two (2)
years following the sale closing and bearing interest at the
prime rate announced in effect from time to time by the Royal
Bank of Canada for commercial loans to its best-risk commercial
borrowers, which principal amount and all accumulated interest
shall be due and payable in full on maturity and shall be secured
by a pledge of the shares constituting the subject matter of such
first right of refusal.
2A. SALE RESTRICTION PROVISO - Subject to paragraphs 2B and 2C hereof, in
addition to the restrictions contained in the Escrow Agreement, no Shareholder
other than Consolidated Mercantile Corporation shall be permitted to sell,
transfer or assign in any calendar year that number of Common Shares which
exceeds the "Permitted Annual Number of Sale Shares" for that calendar year. For
the purposes hereof, the term "Permitted Annual Number of Sale Shares" shall
mean, for any Shareholder in a calendar year, that number of Common Shares which
equals the greater of (A) 10% of the number of Common Shares owned by the
Shareholder at the time of the closing of the IPO (the "Beginning of the
Period"), and for greater clarity shall include any portion of the Permitted
Annual Number of Sale Shares permitted to be sold but not sold from any previous
year, and (B) that percentage of the number of Common Shares owned by the
Shareholder at the Beginning of the Period which equals the percentage that the
number of Common Shares sold, assigned or transferred by Consolidated Mercantile
Corporation during the immediately preceding calendar year (the "Previous
Calendar Year") represents of the total number of Common Shares owned by
Consolidated Mercantile Corporation at the time of the closing of the IPO.
2B. ADDITIONAL SALE PROVISO - Notwithstanding the provisions of paragraph 2A
hereof, any Shareholder(s) may, on or following the 5th anniversary of the
successful completion of the IPO transaction, sell such amount of shares from
its shareholdings as at the Beginning of the Period (the "Original Holding") as
is required for such Shareholder to repatriate to such Shareholder cash proceeds
from the sale of such shares equal to the product obtained by multiplying a
Shareholders' Original Holding by the issue price per Common Share pursuant to
the closing of the IPO transaction (less any profits realized by such
Shareholder upon the sale of any shares realized pursuant to the exercise of any
stock options of the Corporation). By way of example, if a Shareholder's
Original Holding after deducting any monies realized on options, consisted of
100,000 Common Shares of the Corporation and the issue price pursuant to the IPO
is $6.00 per Common Share, the provisions of paragraph 2B hereof would permit
such Shareholder, after the 5th anniversary of the successful completion of the
IPO, to sell as many of its Original Holding as is required to realize gross
proceeds of $600,000.00 (less any profits realized by such Shareholder upon the
sale of any shares realized pursuant to the exercise of any stock options of the
Corporation).
2C. FURTHER SALE PROVISO - Notwithstanding the provisions of paragraph 2A
hereof, if at any time following the first anniversary of the successful
completion of the IPO transaction, the weighted average trading price per Common
Share of the Corporation (the "Relevant Price") on The Toronto Stock Exchange on
each trading day during a period (the "Relevant Period") of at least 20
consecutive trading days equals or exceeds $12.00 then each Shareholder shall be
permitted, at any time during the period commencing on the first day after the
Relevant Period and ending on December 31 of that calendar year (the "Increased
Sale Period"), to sell that number of Common Shares which equals the Permitted
Annual Number of Sales Shares for that calendar year multiplied by the factor by
which the Relevant Price exceeds $6.00, less the number of Common Shares sold by
that Shareholder during the period commencing on January 1 of that calendar year
and ending on the first day of the Increased Sale Period.
2D. RIGHT OF SALE - CMC - Notwithstanding anything herein contained to the
contrary, Consolidated Mercantile Corporation shall have the right to sell,
transfer or assign all or any its Shares held pursuant to the provisions hereof
to and in favour of any company or entity controlled by ▇▇▇▇ ▇. ▇▇▇▇▇▇, or any
member of his immediate family, or to any individual(s) directly or indirectly
employed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively herein called the "Permitted
Assignee"), provided that Consolidated Mercantile Corporation remains on the
covenant herein and any such Permitted Assignee agrees, as a condition of any
such assignment, to become bound by the provisions of this Agreement.
2E. RIGHT OF SALE - OTHER SHAREHOLDERS- Notwithstanding anything herein
contained to the contrary, any Shareholder (the "Transferor") shall have the
right to sell, transfer or assign all or any of their respective shares held
pursuant to the provisions hereof to and in favour of any corporation (the
"Permitted Corporation"), provided that (i) the Transferor remains on the
covenant herein; (ii) the Transferor is the registered and beneficial owner of
all the equity and at least a majority of the voting shares of the Permitted
Corporation coupled with the right to nominate a majority of the board of
directors of the Permitted Corporation (where such majority of the board of
directors has authority to transact business of the Permitted Corporation on an
unrestricted basis subject to applicable laws), and (iii) the Permitted
Corporation agrees, as a condition of such assignment, to become bound by the
provisions of this Agreement.
3. SALE BY DEPOSITOR - Nothing contained in Section 1 of this Agreement shall
restrict the ability of any Depositor to sell any Common Shares which may be
subject to this Agreement. However, if any Depositor does wish to sell such
shares and any one or more of the other Depositors acquire such shares pursuant
to the provisions of Section 2 of this Agreement then such shares shall be
assigned and transferred to the Trustee in the manner provided for in Section 1
of this Agreement during the continuance of the trust thereby created. In the
event that the remaining Shareholders decline to purchase the Common Shares of a
selling Shareholder under Section 2 and such shares are sold to a third party
then the Trustee shall reassign and transfer such shares to the Selling
Shareholder at such time and in such manner as may be necessary to facilitate
the sale of such shares to the third party. Apart from its obligation to
reassign and transfer such shares to the Selling Shareholder, the Trustee shall
bear no responsibility or obligation to any of the Shareholders to ensure
compliance with the terms and provisions of Section 2 of this Agreement.
4. TERM - The provisions of this Agreement and the trust thereby constituted
shall continue until the earlier of, (i) Consolidated Mercantile Corporation no
longer owns 10% of the issued and outstanding Common Shares of the Corporation
on a fully-diluted basis, or (ii) ▇▇▇▇ ▇▇▇▇▇▇, or any member of his immediate
family or any affiliate or associate thereof failing to maintain voting direct
or indirect control over the outstanding shares of Consolidated Mercantile
Corporation.
4A. CMC BOARD - Consolidated Mercantile Corporation hereby agrees to nominate
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a nominee of the Corporation's management to serve on the
Board of Directors of Consolidated Mercantile Corporation for so long as he is
employed by Cantar/Polyair Inc. or its affiliates and remains the beneficial
owner of at least 1% of the Common Shares of the Corporation on a fully diluted
basis.
4B. POLYAIR BOARD - The Shareholders hereby agree to vote for ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
and (on a rotating annual basis) one of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇ to serve as directors of the Corporation, provided that such named
individual is employed by the Corporation or Cantar/Polyair Inc. or its
affiliates and remains the beneficial owner of at least 1% of the Common Shares
of the Corporation on a fully diluted basis.
5. NOTICE - Any notice or other writing required or permitted to be given
hereunder or for the purposes hereof to any party shall be sufficiently given if
delivered personally, or sent by prepaid registered mail or by telecopier to
such party:
(a) to the Corporation at: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: President
with a copy to: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
and a copy to: ▇▇▇▇▇▇▇, Spring,
▇▇▇▇▇▇▇▇ & Kichler
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(b) To the Trustee at: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Manager, Corporate
Trust Services
(c) To the Escrow Agent at: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Manager, Operations
(d) To Consolidated Mercantile ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Corporation at: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
(e) To Marsy Industries Limited, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Schnurbach, ▇▇▇▇ ▇▇▇▇▇▇▇▇ M9W 1P7
and ▇▇▇▇ ▇▇▇▇▇▇ at:
or at such other address as the party to whom such writing is to be given shall
have last notified to the party giving the same in the manner provided in this
section. Any notice delivered to the party to whom it is addressed as
hereinbefore provided shall be deemed to have been given and received on the day
it is so delivered at such address, provided that if such day is not a business
day, then the notice shall be deemed to have been given and received on the
business day next following such day. Any notice given by prepaid registered
mail shall be deemed given and received on the third business day after its
mailing. Any notice given by telecopier shall be deemed to have been received on
the day it is so delivered and receipt is confirmed.
6. FURTHER ASSURANCES - The parties hereto shall with reasonable diligence do
all such things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated hereby, and each party shall provide
such further documents or instruments required by any other party as may be
reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions.
7. ENTIRE AGREEMENT - This Agreement together with the agreements and other
documents to be delivered pursuant hereto constitute the entire agreement
between the parties pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties (including any and all prior Shareholders' entered into
by all or certain of the parties hereto in relation to the Corporation or any of
its subsidiaries or affiliates) and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as specifically set forth herein and therein. No supplement,
modification or waiver or termination of this Agreement shall be binding unless
executed in writing by the parties to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions (whether or not similar) nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
8. COUNTERPARTS - This Agreement may be executed in several counterparts, each
of which so executed shall be deemed to be an original, and such counterparts
together shall constitute but one and the same instrument.
9. SUCCESSORS AND ASSIGNS - This Agreement shall enure to the benefit of and be
binding upon the heirs, executors, administrators, successors and assigns of the
parties hereto respectively.
10. GOVERNING LAW - This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have executed these presents on the day
and year first above written.
SIGNED SEALED AND DELIVERED)
in the presence of: ) CONSOLIDATED MERCANTILE
) CORPORATION
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) MARSY INDUSTRIES LIMITED
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) ____________________________________
) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
)
)
) ____________________________________
) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
)
)
) ____________________________________
) ▇▇▇▇ ▇▇▇▇▇▇▇▇
)
)
) ____________________________________
) ▇▇▇▇ ▇▇▇▇▇▇
)
)
) MONTREAL TRUST COMPANY
) OF CANADA, as Trustee
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) MONTREAL TRUST COMPANY
) OF CANADA, as Escrow Agent
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) POLYAIR INTER PACK INC.
)
)
) Per: _______________________________
) Authorized Signing Officer
)
)
) Per: _______________________________
) Authorized Signing Officer