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Execution
Copy
AMENDMENT DATED AS OF AUGUST 29, 2008 TO
SHAREHOLDER AGREEMENT made as of April 18, 2006 of ITF
Laboratories Inc. (“ Shareholder Agreement
”)
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AVENSYS
INC. (“
Avensys ”)
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INVESTISSEMENT TECHNOLOGIE (3599)
INC. (“
3599 ”)
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ONTARIO
TEACHERS’ PENSION PLAN (“ OTPP
”)
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CELTIC
HOUSE VENTURE PARTNERS FUND II A LP
(“CELTIC”)
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GTI V LIMITED PARTNERSHIP
(“ GTI V
”)
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GTI V (NR) LIMITED
PARTNERSHIP (“
GTI V (NR) ”)
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BAY
TECH VENTURE CAPITAL GMBH & CO. KG (“ BAY TECH
”)
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AVENSYS
CORPORATION (formerly Manaris Corporation) (“
Parent ”)
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ITF
LABORATORIES INC. (“ Company
”)
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(3599, OTPP,
Celtic, GTI V, GTI V (NR) and Bay Tech collectively
referred to as “ Preferred Holders
”)
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WHEREAS the parties wish to amend the terms of the put
option in favour of the Preferred Holders in the Shareholder
Agreement;
NOW
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
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Section “4.13 - Put Option” of
the Shareholder Agreement is hereby replaced by the
following:
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Notwithstanding
any other provision of this Agreement, during the period commencing
on October 1, 2010 and ending December 31, 2010 (the “
Permitted Window ”), each Preferred Holder
shall have the option (the “ Put Option
”) to be exercised by written notice (the “
Election Notice ”) to Avensys, the Company,
Parent and the other Preferred Holders to either:
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sell all and
not less than all of the Shares owned by such Preferred Holder to
Avensys for its proportionate share of $2,000,000 plus interest
accruing from April 1, 2009 to the date of the Election Notice
at a rate of 10% per annum calculated based on such Preferred
Holder’s respective shareholding interest as set forth in
Schedule A (“ Cash Consideration
”) and in which case Avensys shall be obligated to purchase
same at such price, payable within 30 days of receipt of the
Election Notice and of the share certificates representing such
Preferred Holder’s Shares, duly endorsed for transfer;
or
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exchange all
and not less than all of the Shares owned by such Preferred Holder
into its proportionate share of that number of freely tradeable
common shares of Parent equal to $2,000,000 plus interest accruing
from April 1, 2009 to the date of the Election Notice at a
rate of 10% per annum divided by US$0.11 (“ Avensys
Shares ”), calculated based on such Preferred
Holder’s respective shareholding interest as set forth in
Schedule A (“ Share Consideration
”) and in which case, Parent shall deliver such freely
tradeable common shares to such Preferred Holder within
90 days of receipt of the Election Notice (“
Del
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