Exhibit 10.25
SECOND AMENDMENT TO
AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT
THIS SECOND AMENDMENT TO THE MOZAIC
GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this
“Second Amendment”) is made as of the 27th day of
September 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
“Other Minority Shareholders”).
WHEREAS, SGS, Mozaic and the Other
Minority Shareholders are parties to the Mozaic Group Ltd. Amended
and Restated Shareholders’ Agreement dated June 30,
2004, as amended by a First Amendment dated as of August 18,
2005 (as amended, the “Agreement”);
WHEREAS, the parties desire to amend
the Agreement pursuant to this Second Amendment; and
WHEREAS, this Second Amendment is
being made in connection with a $1,000,000 contribution to the
capital of Mozaic (the “Capital Contribution”) by SGS,
DCS Real Estate, L.L.C. and DCS Family Investments, LLC, and the
issuance of shares of Mozaic’s Class A and Class B stock
in consideration thereof, as approved by Mozaic’s
shareholders and directors effective as of September 27,
2005.
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein and in the Agreement, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties acknowledge and agree
as follows:
1. (a) Section 1.2 of the
Agreement is hereby amended, to read in its entirety as
follows:
1.2 The number of shares of capital
stock of the Company which are issued and outstanding is shown on
Schedule 2 , which may be amended from time to
time.
(b) Schedule 2 to the Agreement,
reflecting the issuance of shares in consideration of the Capital
Contribution, is attached to this Second Amendment.
2. A new Section 2.6 is hereby
added to the Agreement, to read in its entirety as
follows:
2.6 Additional Required
Approvals . Any action requiring Board approval under
Section 2.4 and/or Shareholder approval under Section 2.5
shall, before being undertaken, (i) be approved in writing by
the President of SGS and (ii) receive all other approvals
required by the corporate policies and procedures of SGS and Alcoa
Inc., including, without limitation, special transaction clearance
and/or request for authorization approval.
3. Capitalized terms used in this
Second Amendment and not otherwise defined herein shall have the
meanings provided in the Agreement.
4. 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 Second Amendment and the
terms and conditions set forth in the Agreement, the terms set
forth in this Second Amendment shall prevail.
[Signatures appear on the
following three pages]
2
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT
(page 1 of 3)
IN WITNESS WHEREOF, this Second
Amendment has been duly executed by the parties hereto as of the
day and year first above written.
