THE PROVISIONS OF THIS AGREEMENT
SHALL BE SPECIFICALLY ENFORCEABLE, IT BEING AGREED BY THE PARTIES THAT THE
REMEDY AT LAW, INCLUDING MONETARY DAMAGES, FOR BREACH OF SUCH PROVISION WILL BE
INADEQUATE COMPENSATION FOR ANY LOSS AND THAT ANY DEFENSE IN ANY ACTION FOR
SPECIFIC PERFORMANCE THAT A REMEDY AT LAW WOULD BE ADEQUATE IS WAIVED.
7.12.
PARTY NO LONGER OWNING SHARES.
IF A PARTY HERETO
CEASES TO OWN ANY SHARES, SUCH PARTY WILL NO LONGER BE DEEMED TO BE AN INVESTOR
OR MANAGEMENT INVESTOR FOR PURPOSES OF THIS AGREEMENT.
7.13.
NO EFFECT ON EMPLOYMENT.
NOTHING HEREIN CONTAINED
SHALL CONFER ON ANY MANAGEMENT INVESTOR THE RIGHT TO REMAIN IN THE EMPLOY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES.
7.14.
PRONOUNS.
WHENEVER THE CONTEXT MAY REQUIRE, ANY
PRONOUNS USED HEREIN SHALL BE DEEMED ALSO TO INCLUDE THE CORRESPONDING NEUTER,
MASCULINE OR FEMININE FORMS.
7.15.
FUTURE INVESTORS.
THE PARTIES HERETO HEREBY AGREE
THAT ANY CURRENT OR FUTURE PERSON WHO IS GRANTED THE RIGHT TO ACQUIRE SHARES
FROM THE COMPANY SUBSEQUENT TO THE DATE HEREOF MAY BECOME A SIGNATORY TO THIS
AGREEMENT BY EXECUTING A WRITTEN INSTRUMENT SETTING FORTH THAT THE PERSON AGREES
TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THIS AGREEMENT
WILL BE DEEMED TO BE AMENDED TO INCLUDE SUCH PERSON AS AN INVESTOR AND THE
NUMBER OF SHARES TO BE ACQUIRED BY IT, HIM OR HER.
30
IN WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.
EURAMAX INTERNATIONAL, INC.
By:
Name:
Title:
CITIGROUP VENTURE CAPITAL EQUITY
PARTNERS, L.P.
By: CVC PARTNERS, LLC, its General Partner
By:
Name:
Title:
CVC EXECUTIVE FUND LLC
By: CITIGROUP VENTURE CAPITAL GP
HOLDINGS, LTD., its Managing Member
By:
Name:
Title:
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS, LLC, its General Partner
By:
Name:
Title:
CITICORP VENTURE CAPITAL LTD.
By:
Name:
Title:
31
IN WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.
CONTINUING INVESTORS:
NATASHA PARTNERSHIP
By:
Name:
Title:
NATASHA FOUNDATION
By:
Name:
Title:
David Thomas
ALCHEMY, L.P.
By:
Its:
General Partner
By:
Name:
Title:
THOMAS F. MCWILLIAMS FLINT TRUST
By:
Name:
Title:
Joseph M. Silvestri
Michael Delaney
32
IN WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.
CONTINUING INVESTORS:
William T. Comfort
John Weber
David Howe
Paul C. Schorr, IV
Richard Mayberry
Charles Corpening
James Urry
Paul E. Drack
33
IN WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.
CONTINUING INVESTORS:
David Howe
SILVERSPICE LIMITED
By:
Name:
Title:
34
IN WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.
MANAGEMENT INVESTORS:
J. David Smith
R. Scott Vansant
Mitchell B. Lewis
David Pugh
Rob Dresen
Aloyse Wagener
Scott Anderson
Dudley Rowe
Nick Dowd
35
EXHIBIT 1 TO SECURITIES HOLDERS AGREEMENT
AMENDED AND RESTATED REGISTRATION RIGHTS