Exhibit 10.24
FIRST AMENDMENT TO
AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT
THIS FIRST AMENDMENT TO THE MOZAIC
GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this
“First Amendment”) is made as of the 18th day of August
2005 by and among MOZAIC GROUP LTD., a Missouri corporation
(“Mozaic”), SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky
corporation (“SGS”), and the Persons listed on pages 2
and 3 of the signature pages attached hereto (the “Minority
Shareholders”).
WHEREAS, Mozaic, SGS and the
Minority Shareholders are parties to the Mozaic Group Ltd. Amended
and Restated Shareholders’ Agreement dated June 30, 2004
(the “Agreement”);
WHEREAS, the parties desire to amend
the Agreement pursuant to this First Amendment; and
WHEREAS, this First Amendment is
being made in connection with amendments of even date herewith to
the Loan Agreement dated June 30, 2004 between Alcoa
Securities Corporation and Mozaic Group Ltd.; the Employment
Agreement dated as of June 30, 2004 between Mozaic Group Ltd.
and Mary Ann Gibson; and the Stock Purchase Agreement dated as of
June 30, 2004 among Southern Graphic Systems, Inc., Mozaic
Group Ltd. and Mary Ann Gibson (collectively, the “Other
Amendments”).
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein and in the Agreement, the
Other Amendments, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties acknowledge and agree as follows:
1. In Section 5.1 of the
Agreement, both references to “Year 3” are amended to
refer to “Year 4”.
2. In Section 6.1 of the
Agreement:
(a) both references to “Year
2” are amended to refer to “Year 3”.
(b) both references to “Year
3” are amended to refer to “Year 4”.
3. In Section 7.1 of the
Agreement, both references to “Year 3” are amended to
refer to Tear 4”.
4. In Section 8.1(d) of
the Agreement, all four references to “Year 2” are
amended to refer to “Year 3”.
5. Section 15.1 of the
Agreement is amended to add the following definition: “
‘Year 4’ means the twelve month period beginning
July 1, 2007 and ending June 30, 2008.”
6. Capitalized terms used in this
First Amendment and not otherwise defined herein shall have the
meanings provided in the Agreement.
7. Except as expressly amended
hereby, all of the terms and conditions of the Agreement shall
continue in full force and effect. If there is a conflict between
the terms and conditions set forth in this First Amendment and the
terms and conditions set forth in the Agreement, the terms set
forth in this First Amendment shall prevail.
[Signatures appear on the
following three pages]
2
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT
(page 1 of 3)
IN WITNESS WHEREOF, this First
Amendment has been duly executed by the parties hereto as of the
day and year first above written.
