EX-10.34







EXECUTION VERSION




IMAX CORPORATION




EXHIBIT 10.34




AMENDMENT NO. 1 TO




SECURITIES PURCHASE AGREEMENT




     AMENDMENT NO. 1, dated as of December 31, 2008, to the Securities Purchase Agreement (the
“Agreement”), dated as of May 5, 2008, by and between IMAX Corporation, a corporation incorporated
under the federal laws of Canada (the “Company”) and each of the entities appearing on the
signature pages hereof and thereof (each, an “Investor” and collectively, the “Investors”). All
capitalized terms used and note otherwise defined herein shall have the meanings ascribed thereto
in the Agreement.



     WHEREAS, the parties entered into the Agreement providing for the sale and purchase of the
Securities, all upon the terms and subject to the conditions set forth therein; and



     WHEREAS, the parties wish to amend certain terms and conditions of the Agreement;



     NOW, THEREFORE, in consideration of the promises and mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, the Company and the Investors hereby
agree as follows:




	1.	 	Section 1.2 is hereby amended to add the following defined term in the appropriate
alphabetical position:
	 
	 	 	““Registration Demand” has the meaning specified in Section 4.2(a) of this
Agreement.””
	 
	2.	 	Section 4.2(a) is hereby amended and restated in its entirety:
	 
	 	 	“upon receipt of a written demand from all of the Investors (the “Registration Demand”), and
subject to receipt of necessary information from the Investors, prepare and file with the
Commission within 10 days after receipt of the Registration Demand (the “Filing Deadline”), a
registration statement (the “Registration Statement”) to enable the resale of the Securities
by the Investors from time to time on the Principal Market or in privately-negotiated
transactions; provided, however, that for the avoidance of doubt, the Investors may make
only one Registration Demand and the Company shall only be required to file one such
Registration Statement; provided, further, that the Company may postpone the filing of the
Registration Statement in accordance with Section 4.4(c) hereof;”
	 
	3.	 	Section 4.4(c)(i) is hereby amended and restated in its entirety:




 









 









	 	 	“(i) that the filing of the Registration Statement or the continued use by the Investors of
the Registration Statement for purposes of effecting offers or sales of the Securities
pursuant thereto would require, under the Securities Act, premature disclosure in the
Registration Statement (or the prospectus relating thereto) of material, nonpublic
information concerning the Company, its business or prospects or any of its proposed material
transactions, and”
	 
	4.	 	Except as expressly amended hereby, the terms and conditions of the Agreement shall remain
full force and effect.
	 
	5.	 	This Amendment may be executed and delivered (including by facsimile transmission) in one or
more counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together constitute one and the same agreement.





 









 







     IN WITNESS WHEREOF, the Company and the Investors have caused this Amendment to be executed as
of the date first written above.



	 	 	 	 	 
	 	IMAX CORPORATION

 	 
	 	By:  	/s/  RICHARD L. GELFOND
 	 
	 	 	Name:  	Richard L. Gelfond 	 
	 	 	Title:  	Co-Chief Executive Officer 	 



 









 





	 	 	 	 	 	 	 	 	 	 	 
	K&M DOUGLAS TRUST	 	 	 	JAMES DOUGLAS AND JEAN 

DOUGLAS IRREVOCABLE 

DESCENDANTS’ TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ KEVIN DOUGLAS
 

	 	 	 	By:
	 	/s/ KEVIN DOUGLAS
 

	 	 
	 

	 	Name: Kevin Douglas
	 	 	 	 	 	Name: Kevin Douglas	 	 
	 

	 	Title: Trustee
	 	 	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ MICHELLE DOUGLAS
	 	 	 	By:
	 	/s/ MICHELLE DOUGLAS	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Michelle Douglas
	 	 	 	 	 	Name: Michelle Douglas	 	 
	 

	 	Title: Trustee
	 	 	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DOUGLAS FAMILY TRUST	 	 	 	JAMES E. DOUGLAS III	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ JAMES DOUGLAS
 

	 	 	 	By:
	 	/s/ JAMES E. DOUGLAS III
 

	 	 
	 

	 	Name: James Douglas	 	 	 	 	 	 	 	 
	 

	 	Title: Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ JEAN DOUGLAS
 

	 	 	 	 	 	 	 	 
	 

	 	Name: Jean Douglas	 	 	 	 	 	 	 	 
	 

	 	Title: Trustee