EXHIBIT (d)(3)
OPTION AGREEMENT
THIS OPTION AGREEMENT dated as of the 9th day of June, 1997.
BETWEEN:
EXECUTIVE BENEFIT PLAN of Dundee Bancorp Inc.
(hereinafter called the "Shareholder")
OF THE FIRST PART
- and -
NED GOODMAN
(hereinafter called "Goodman")
OF THE SECOND PART
THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
covenants and agreements herein contained, the amount of two dollars in
lawful money of Canada now paid by each party hereto to the other party
hereto and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
it is hereby agreed by and between the parties as follows:
ARTICLE ONE
DEFINITIONS, INTERPRETATION AND SCHEDULE
Section 1.01 Definitions: In this Agreement and in the schedule attached
hereto, unless there is something in the subject matter or context inconsistent
herewith, the following words and terms with the initial letter or letters
thereof capitalized shall have the following meanings:
(a) "Agreement" means this agreement and the schedule attached hereto
as the same may be amended from time to time;
(b) "Business Day" means any day other than a Saturday, Sunday or any
other day on which the offices of the Bank of Canada located in
the City of Toronto are not open to the public for business;
(c) "Closing Date" means any day on which Dundee Shares are sold,
assigned, transferred and delivered to Goodman in accordance
with section 2.03 hereof;
2.
(d) "Common Shares" means the class B common shares of the Corporation
as constituted on the date hereof, provided that in the event of
any adjustment thereto pursuant to article five of this Agreement,
"Common Shares" shall thereafter mean the shares or other
securities or property resulting from such adjustment;
(e) "Corporation" means Dundee Bancorp Inc., a corporation subsisting
pursuant to the provisions of the Business Corporations Act
(Ontario);
(f) "Current Market Price" at any date shall be the weighted average
price per share for the applicable class of shares for the 20
consecutive trading days ended not more than 5 trading days before
such date on The Toronto Stock Exchange or, if such shares are not
then listed thereon on such stock exchange on which such shares are
listed as may be selected for such purpose by the trustees of the
Shareholder, or if such shares are not listed on any stock
exchange, then on the over-the-counter market with the weighted
average price per share being determined by dividing the aggregate
sale price of all such shares sold on the said exchange or market
during the said 20 consecutive trading days by the total number of
such shares so sold or, if such shares are not then traded, by the
trustees of the Shareholder;
(g) "Dundee Shares" means the 166,935 Common Shares which may be
acquired by Goodman from the Shareholder upon the exercise of the
Exercise Privilege;
(h) "Encumbrance" means any charge, pledge, security interest, lien,
encumbrance, hypothecation, mortgage, adverse interest or claim of
any nature or kind whatsoever;
(i) "Exercise Price" means $31.50 per Common Share, provided that in
the event of any adjustment thereto pursuant to article five of
this Agreement, "Exercise Price" shall thereafter mean the then
applicable price per Common Share;
(j) "Exercise Privilege" means the right of Goodman to acquire Dundee
Shares contained in article two hereof;
(k) "Goodman" means Ned Goodman;
(l) "Notice" means any notice, request, demand or other communication
required or permitted to be given hereunder by either party hereto
to the other party hereto;
(m) "Person" means an individual, sole proprietorship, incorporated
association, unincorporated association, trust, body corporate,
trustee, executor, administrator, or other legal representative,
any government or any agency or instrumentality thereof, any
regulatory authority or body or any other entity of any kind
whatsoever;
3.
(n) "Shareholder" means the trust known as the Executive Benefit Plan
of Dundee Bancorp Inc.; and
(o) "Time of Expiry" means 5:00 p.m. (Toronto time) on June 9, 2009.
Section 1.02 Headings: The division of this Agreement into articles,
sections, subsections, paragraphs and subparagraphs and the insertion of
headings herein are for convenience of reference only and shall not affect the
construction or interpretation of the provisions of this Agreement.
Section 1.03 References to This Agreement: The terms "this Agreement",
"hereof", "herein", "hereunder" and similar expressions refer to this Agreement
and the schedules hereto as a whole and not to any particular article, section,
subsection, paragraph or subparagraph hereof and includes any agreement or
instrument supplementary or ancillary hereto.
Section 1.04 Number and Gender: In this Agreement, words importing the
singular number only shall include the plural and vice versa and words importing
the use of either gender or neuter shall include both genders and neuter where
the context so requires.
Section 1.05 Date for Any Action: In the event that any date on which any
action is required to be taken hereunder by the Shareholder or Goodman is not a
Business Day in the place where the action is required to be taken, such action
shall be required to be taken on the next succeeding day which is a Business Day
in such place.
Section 1.06 Currency: Unless otherwise specifically provided herein, all
references to dollar amounts in this Agreement are references to lawful money of
Canada.
Section 1.07 Extended Meaning: A reference to any one or more of the parties
to this Agreement shall be deemed to include a reference to the respective
successors and permitted assigns of such party.
Section 1.08 Schedules: The following schedule is attached to, and shall for
all purposes be deemed to be incorporated into and form part of, this Agreement:
Schedule Title
-------- -----
A Notice of Exercise
ARTICLE TWO
EXERCISE AND PRIVILEGE
Section 2.01 Exercise Privilege: The Shareholder hereby grants to Goodman
the irrevocable right to purchase from the Shareholder, and Goodman shall have
the right, exercisable at the option of Goodman in accordance with subsection
2.02 hereof, to exercise the Exercise Privilege and acquire from the
Shareholder, at any time and from time to time prior to the Time of Expiry, all
or any portion of the Dundee Shares for the Exercise Price.
4.
Section 2.02 Exercise Procedure: The Exercise Privilege may be exercised by
Goodman completing and executing a Notice in the form of the notice of exercise
attached hereto as schedule A in respect of the number of Dundee Shares to then
be acquired by Goodman and delivering such completed and executed Notice to the
principal office of the Shareholder or to such other place as the Shareholder
and Goodman may mutually agree upon.
Section 2.03 Delivery Procedure: The purchase and sale of Dundee Shares in
respect of which the Exercise Privilege has been exercised by Goodman shall be
completed at 9:00 o'clock in the forenoon, Toronto time, no later than the 3rd
Business Day after the date on which the Notice of the exercise of the Exercise
Privilege is given by Goodman to the Shareholder at the registered office of
Dundee Bancorp Inc. or at such other time or place as Goodman and the
Shareholder shall mutually agree upon and at that time:
(a) the Shareholder shall deliver, or cause to be delivered, to Goodman
a certificate or certificates representing the Dundee Shares in
respect of which the Exercise Privilege has been exercised by
Goodman together with a power of attorney or powers of attorney
with respect to such Dundee Shares endorsed in blank for transfer
with the signature or signatures thereon guaranteed and all other
documents required to be delivered by the Shareholder to Goodman in
order for the Dundee Shares to be transferred to Goodman; and
(b) Goodman shall deliver to the Shareholder payment of the purchase
price for the Dundee Shares in respect of which the Exercise
Privilege has been exercised by Goodman by certified cheque or bank
draft.
Section 2.04 Right to Purchase Less than All: Goodman may exercise the
Exercise Price in respect of, and purchase, less than the full number of Dundee
Shares entitled to be purchased hereunder. Nothing herein contained or done
pursuant hereto shall obligate Goodman to purchase or pay for any Dundee Shares
except those Dundee Shares in respect of which Goodman shall have exercised the
Exercise Privilege in the manner herein provided.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties of the Shareholder: The
Shareholder hereby represents and warrants to Goodman, which representations and
warranties shall be deemed to be repeated as of each Closing Date, and
acknowledges that Goodman is relying on the accuracy of each of and every one of
such representations and warranties in connection with the acceptance hereof and
the purchase of Dundee Shares:
(a) The Shareholder has all necessary right, power and authority to
sell, assign and deliver Dundee Shares upon the exercise of the
Exercise Privilege by Goodman and to execute and deliver, and to
fulfil its obligations under, this Agreement.
5.
(b) The Shareholder is not in default or in breach of, and none of the
execution and delivery of this Agreement, the performance and
compliance with the terms of this Agreement nor the sale,
assignment, transfer and delivery of Dundee Shares to Goodman upon
the exercise of the Exercise Privilege, results or will result in a
breach of, or be in conflict with or constitute a default under or
create a state of facts which after notice or lapse of time or both
would constitute a default under, any term or provision of any
mortgage, note, indenture, contract, agreement, written or oral,
instrument, lease, license or other document to which the
Shareholder is a party or by which the Shareholder or any of its
property is bound, or any judgment, decree, order, statute, rule or
regulation applicable to the Shareholder.
(c) The Dundee Shares are beneficially owned by the Shareholder and the
address in which the Dundee Shares are registered as shown on the
books of the Corporation is located in the Province of Ontario.
(d) The Shareholder is not a person referred to in, and the sale,
assignment, transfer and delivery of Dundee Shares to Goodman in
the manner contemplated by this Agreement will not be a trade
contemplated by, paragraph l(l)(c) of the Securities Act (Ontario).
(e) The Shareholder has full legal right, power and authority to sell,
assign, transfer and deliver the Dundee Shares upon the exercise of
the Exercise Privilege by Goodman without the consent or approval
of any Person and all actions required to be taken by or on behalf
of the Shareholder have occurred so as to validly permit the sale,
assignment, transfer and delivery of the Dundee Shares to Goodman
in the manner contemplated by this Agreement.
(f) The Dundee Shares will be acquired on the Closing Date by Goodman
free and clear of any Encumbrance or other right of purchase,
voting, escrow or pooling agreement of whatsoever nature and kind
other than those arising pursuant to this Agreement.
(g) No Person, other than Goodman, has any agreement or option, right
or privilege, whether pre-emptive, contractual or otherwise,
capable of becoming an agreement for the purchase or acquisition
from the Shareholder of any interest in any of the Dundee Shares.
(h) There are no consents, orders or approvals required, governmental
or otherwise, by the Shareholder for the lawful sale, assignment,
transfer and delivery of the Dundee Shares upon the exercise of the
Exercise Privilege by Goodman, no notices, forms or other documents
are required to be filed by the Shareholder prior to the sale,
assignment and delivery of the Dundee Shares to Goodman.
6.
(i) The Shareholder is not under any obligation, contractual or
otherwise, to request or obtain the consent of any Person to the
transfer, assignment and delivery of any of the Dundee Shares in
accordance with section 2.03 of this Agreement.
(j) For purposes of the Income Tax Act (Canada), the Shareholder is,
and on each Closing Date will be, a resident of Canada.
(k) This Agreement has been authorized, executed and delivered by the
Shareholder and this Agreement constitutes a legal, valid and
binding obligation of the Shareholder enforceable in accordance
with its terms.
Section 3.02 Survival of Representations and Warranties: The representations
and warranties made by the Shareholder and contained in this Agreement shall
survive the purchase of Dundee Shares by Goodman and, notwithstanding such
purchase or any investigation made by or on behalf of Goodman or any Person or
any knowledge of Goodman or any other Person, shall continue in full force and
effect for the benefit of Goodman.
ARTICLE FOUR
COVENANTS
Section 4.01 Covenants of the Shareholder: The Shareholder hereby covenants
and agrees with Goodman that:
(a) the Shareholder shall not sell, assign, transfer or otherwise
alienate any interest in the Dundee Shares to any Person other than
Goodman nor shall the Shareholder permit nor continue to permit any
Encumbrance in respect of the Dundee Shares to exist or to be
created in favour of any Person except Goodman;
(b) the Shareholder shall deliver to Goodman such endorsements,
transfers, instruments, powers of attorney, consents, certificates,
authorizations and other documents in blank and shall obtain such
guarantees of the execution by the Shareholder of all such
documents as may be necessary to effect any disposition or
dispositions of all or any part of the Dundee Shares to Goodman
pursuant to the provisions of this Agreement;
(c) the Shareholder shall, at its expense, defend the right and title
of the Shareholder and of Goodman to the Dundee Shares against the
claims of any other Person; and
(d) the Shareholder shall pay to Goodman, on demand, all costs and
expenses of Goodman, its agents and solicitors, incurred with
respect to protecting or enforcing any of the rights, remedies and
powers of Goodman under this Agreement.
7.
ARTICLE FIVE
ADJUSTMENT PROVISIONS
Section 5.01 Reclassification: If and whenever at any time prior to the Time
of Expiry, the Corporation shall subdivide the Common Shares into a greater
number of Common Shares or consolidate the Common Shares into a lesser number of
Common Shares, or in the case of any reclassification of the Common Shares or
the exchange of the Common Shares into other shares or in the case of the
consolidation, amalgamation or merger of the Corporation with or into any other
corporation or entity which results in any reclassification of the Common Shares
or a change of the Common Shares into other shares, or in the case of any
transfer of the undertaking or assets of the Corporation as an entirety or
substantially as an entirety to another Person at any time prior to the Time of
Expiry (any such event is hereinafter referred to as a "Reclassification"),
Goodman shall, after the effective date of such Reclassification and upon the
exercise of the Exercise Privilege, be entitled to receive, and shall accept, in
lieu of the number of Common Shares to which Goodman was theretofore entitled
upon such exercise, the number of Common Shares or the kind and amount of shares
and other securities or property which Goodman would have been entitled to
receive as a result of such Reclassification if, on the effective date thereof,
Goodman had been the registered holder of the number of Common Shares to which
Goodman was theretofore entitled upon such exercise. If necessary, appropriate
adjustments shall be made in the application of the provisions set forth in this
article five with respect to the rights and interests thereafter of Goodman to
the end that the provisions set forth in this article five shall thereafter
correspondingly be made applicable as nearly as may reasonably be possible in
relation to any shares or other securities or property thereafter deliverable
upon the exercise of the Exercise Privilege by Goodman.
Section 5.02 Capital Reorganization: If and whenever at any time prior to
the Time of Expiry the Corporation shall:
(a) issue Common Shares or other shares that carry the right to
participate in earnings to an unlimited degree ("Participating
Shares") (or securities convertible into or exchangeable for such
shares) to all or substantially all of the holders of Common Shares
by way of a stock dividend or otherwise; or
(b) make a distribution on its outstanding Common Shares payable in
Common Shares or Participating Shares (or securities exchangeable
for or convertible into such shares);
(any such event is hereinafter referred to as a "Capital
Reorganization") then Goodman shall be entitled to receive upon the
exercise of the Exercise Privilege, in addition to the Common
Shares which Goodman was entitled to receive prior to the effective
date of the Capital Reorganization upon the exercise of the
Exercise Privilege, such additional number of Common Shares or
Participating Shares as were issued or distributed pursuant to the
Capital Reorganization in respect of the Dundee Shares in respect
of which the Exercise Privilege has been exercised by Goodman.
8.
Such adjustment shall be made successively whenever any event referred to in
this subsection 5.02 shall occur, and any such issue of Common Shares or other
Participating Shares (or securities convertible into or exchangeable for such
shares) by way of a stock dividend or other distribution of Common Shares shall
be deemed to have been made on the record date thereof for the purpose of
calculating the number of outstanding Common Shares under subsections 5.03 and
5.04 hereof.
Section 5.03 Rights Offerings: If and whenever at any time prior to the Time
of Expiry, the Corporation shall fix a record date for the issue of rights,
options or warrants to all or substantially all of the holders of Common Shares
entitling them, for a period expiring not more than 45 days after such record
date, to subscribe for or purchase Common Shares or other Participating Shares
(or securities convertible into or exchangeable for such shares) at a price per
share (or having a conversion or exchange price per share) of less than 95% of
the Current Market Price of the Common Shares on such record date, or (any such
event is hereinafter referred to as a "Rights Offering"), then the Exercise
Price shall be adjusted immediately after such record date so that it shall
equal the price determined by multiplying the Exercise Price in effect on such
record date by a fraction:
(a) the numerator of which shall be the aggregate of
(i) the number of Common Shares outstanding on such record
date, and
(ii) a number determined by dividing whichever of the following
is applicable
(A) the amount obtained by multiplying the number of
Common Shares or other Participating Shares
which are entitled to be subscribed for or
purchased by the subscription or purchase
price, or
(B) the amount obtained by multiplying the maximum
number of Common Shares or other Participating
Shares which are entitled to be received on the
conversion or exchange of the securities convertible
into or exchangeable for such shares by the
conversion or exchange price per share,
by the Current Market Price of the Common Shares on the record
date; and
(iii) the denominator of which shall be the aggregate of
(A) the number of Common Shares outstanding on such
record date, and
(B) whichever of the following is applicable
(1) the number of Common Shares or other Participating
Shares which are entitled to be subscribed for or
purchased; or
9.
(2) the maximum number of Common Shares or other
Participating Shares which are entitled to be
received on the conversion or exchange of the
securities convertible into or exchangeable for
such shares.
Any Common Shares owned by or held for the account of the
Corporation or any subsidiary of the Corporation shall be deemed
not to be outstanding for the purpose of any such computation. To
the extent that such rights, options or warrants are not so issued
or any such rights, options or warrants are not exercised prior to
the expiration thereof, the Exercise Price shall then be readjusted
to the Exercise Price which would then be in effect if such record
date had not been fixed or if such expired rights, options or
warrants had not been issued.
Section 5.04 Special Distributions: If and whenever at any time prior to the
Time of Expiry, the Corporation shall fix a record date for the distribution to
all or substantially all of the holders of Common Shares of:
(a) share of any class, whether of the Corporation or any other
corporation;
(b) rights, options or warrants;
(c) evidences of indebtedness; or
(d) other assets or property, other than cash dividends;
and if such distribution does not constitute a Capital Reorganization or a
Rights Offering or does not consist of rights, options or warrants entitling the
holders of Common Shares or other Participating Shares (or securities
convertible into or exchangeable for such shares) for a period expiring not more
than 45 days after such record date and at a price per share (or having a
conversion or exchange price per share) of at least 95% of the Current Market
Price of the Common Shares on such record date (any such non-excluded event
being hereinafter referred to as a "Special Distribution"), then Goodman shall
be entitled to receive upon the exercise of the Exercise Privilege, in addition
to the Common Shares which Goodman was entitled to receive prior to the record
date of the Special Distribution upon the exercise of the Exercise Privilege,
the shares, rights, options or warrants, evidence of indebtedness or other
assets or property distributed pursuant to the Special Distribution in respect
of the Common Shares in respect of which the Exercise Privilege has been
exercised by Goodman.
Any Common Shares owned by or held for the account of the Company or any
subsidiary of the Company shall be deemed not to be outstanding for the purpose
of any such computation. To the extent that such Special Distribution is not so
made, the Exercise Price shall then be readjusted to the Exercise Price which
would then be in effect if such record date had not been fixed.
10.
Section 5.05 Other Actions: In case the Corporation after the date of this
Agreement and prior to the Time of Expiry shall take any action which affects
the Common Shares other than any action otherwise described in this article five
of this Agreement which, in the opinion of the trustee of the Shareholder, would
materially affect the rights of Goodman hereunder, either or both of the
Exercise Price and the number of Common Shares to be delivered upon the exercise
of the Exercise Privilege shall be adjusted in such manner, if any, and at such
time, by action of the trustee of the Shareholder, in their sole discretion, as
they may determine to be equitable in the circumstances. Failure of the taking
of any action by the trustee of the Shareholder so as to provide for an
adjustment of either or both the Exercise Price and the number of Common Shares
to be acquired upon the exercise of the Exercise Privilege shall be conclusive
evidence that the trustee of the Shareholder have determined that it is
equitable to make no adjustment in the circumstances.
Section 5.06 Minimum Adjustments: The adjustments provided for in this
article five are cumulative, shall, in the case of adjustments to the Exercise
Price, be computed to the nearest one-tenth of one cent and shall apply, without
duplication, to successive events requiring an adjustment provided that,
notwithstanding any other provision of this article five, no adjustment of the
Exercise Price shall be made which would result in an increase in the Exercise
Price then in effect and no adjustment of the Exercise Price shall be required
unless such adjustment would require a decrease of at least 1% of the Exercise
Price then in effect; provided further that, any adjustments which by reason of
this section are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.
Section 5.07 Disputes: In the event of any question arising with respect to
the adjustments provided in this article five, such question shall conclusively
be determined by a firm of chartered accountants appointed by the Shareholder
and acceptable to Goodman (who may be the auditors of the Corporation). Such
determination shall be binding upon the Shareholder and Goodman.
Section 5.08 No Fractional Shares: The Shareholder shall not be required to
deliver fractional Common Shares upon the exercise of the Exercise Privilege.
If any fractional interest in a Common Share would, except for the provisions of
this section 5.08, be deliverable upon the exercise of the Exercise Privilege,
then, provided that the Exercise Privilege has been exercised in full, the
Shareholder shall, in lieu of delivering any certificate for such fractional
interest, satisfy such fractional interest by paying to Goodman an amount in
lawful money of Canada equal, computed to the nearest cent, to the Current
Market Price of the Common Shares multiplied by such fractional interest and
otherwise the Shareholder shall be entitled to disregard the fractional
interest.
Section 5.09 Exercise Price: The parties have determined, after consulting
legal counsel, that the grant of the Exercise Privilege does not constitute a
take-over bid within the meaning of the Securities Act (Ontario), but that if
such grant did constitute a take-over bid the Exercise Price does not exceed 115
per cent of the market price (within the meaning of the Securities Act
(Ontario)) of either the class A subordinate voting shares of the Corporation or
the Common Shares as of the date hereof and, accordingly, would constitute an
exempt take-over bid and would not trigger the automatic conversion provisions
of the "coat-tail" provisions contained in
11.
the articles of the Corporation. Notwithstanding the foregoing, if it is
determined that the grant of the Exercise Privilege would constitute a take-over
bid and such take-over bid is determined not to be exempt from sections 95 to
100 of the Securities Act (Ontario) or it is determined that it would trigger
the automatic conversion provisions of the "coat-tail" provisions contained in
the articles of the Corporation, then the Exercise Privilege shall be adjusted
such that it constitutes an exempt take-over bid and does not trigger the
automatic conversion provisions of such "coat-tail" provisions. If the exercise
of the Exercise Privilege would constitute a take-over bid and such take-over
bid is not exempt from sections 95 to 100 of the Securities Act (Ontario) or if
the exercise of the Exercise Privilege would trigger the automatic conversion
provisions of the "coat-tail" provisions contained in the articles of the
Corporation, the Exercise Privilege shall not be exercisable by Goodman until
such time as such exercise would constitute an exempt take-over bid and would
not trigger the automatic conversion provisions of such "coat-like" provisions.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment and Waiver: No amendment, modification or waiver of
any provision of this Agreement or consent to any departure by the parties from
any provision of this Agreement shall be effective unless it is in writing and
signed by both of the parties hereto. Any amendment, modification, waiver or
consent is effective only in the specific instance and for the specific purpose
for which it is given.
Section 6.02 Notices: All Notices shall be in writing and delivered
personally or given by telecopier, addressed as follows:
(a) if to the Shareholder at:
c/o Dundee Bancorp Inc.
Suite 5500, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 4A9
Attention: Mr. G. MacRae and
Mr. D. Charter
Telecopier Number: (416)363-4536
12.
(b) if to Goodman at:
c/o Dundee Bancorp Inc.
Suite 5500, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 4A9
Telecopier Number: (416)363-4536
Any Notice which is delivered personally shall be effective when delivered and
any Notice which is given by telecopier shall be effective on the Business Day
on which it has been telecopied. Any address in this section 6.02 may be
changed by Notice given in accordance with the provisions of this section 6.02
to the other party hereto.
Section 6.03 No Assignment: Neither the Shareholder nor Goodman shall assign
this Agreement or any of their respective rights or obligations under this
Agreement without the prior written consent of the other of them.
Section 6.04 Extended Application: This Agreement and all of its provisions
shall enure to the benefit of the Shareholder and Goodman and their respective
successors and permitted assigns and shall be binding upon the Shareholder and
Goodman and their respective successors and assigns.
Section 6.05 Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
Section 6.06 Entire Agreement: This Agreement constitutes the entire
agreement between the Shareholder and Goodman as to the subject matter hereof
and supersedes all prior agreements, negotiations and discussions whether oral
or written, between the Shareholder and Goodman with respect to the subject
matter hereof.
Section 6.07 Time of the Essence: Time shall be of the essence of this
Agreement.
Section 6.08 Further Assurances: The Shareholder covenants and agrees with
Goodman that at any time and from time to time after the Closing Date it will
cause such meetings to be held and resolutions passed, and will, upon the
request of Goodman do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered all such further acts, assignments,
transfers, conveyances, powers of attorney and other assurances as may be
reasonably required to accomplish the intent of this Agreement.
13.
Section 6.09 Applicable Law: This Agreement and all of the rights and
obligations arising herefrom shall be interpreted and applied in accordance with
the laws of the Province of Ontario and the courts of the Province of Ontario
shall have exclusive jurisdiction to determine all disputes relating to this
Agreement and all of the rights and obligations created hereby. The Shareholder
and Goodman hereby irrevocably attorn to the jurisdiction of the courts of the
Province of Ontario.
IN WITNESS WHEREOF the Shareholder and Goodman have executed this
Agreement.
EXECUTIVE BENEFIT PLAN of Dundee Bancorp
Inc. by its trustees:
/s/ Don Charter
-----------------------------------
/s/ Garth MacRae
-----------------------------------
/s/ Lucie Presot /s/ Ned Goodman
---------------------- ------------------------------------
Witness Ned Goodman