AMENDMENT TO SHAREHOLDERS’ AGREEMENT (SELLING SHAREHOLDERS)

Exhibit 4.2

IMAX CORPORATION

[EXECUTION COPY]

AMENDMENT TO SHAREHOLDERS’ AGREEMENT

(SELLING SHAREHOLDERS)

March 1, 1994

To the Parties Named on

  the Signature Pages Hereto

Gentlemen:

We refer to the Shareholders Agreement dated as of January 3, 1994 (the “Shareholders Agreement”) among the undersigned and you. Unless otherwise defined herein, the terms defined in the Shareholders Agreement shall be used herein as therein defined.

The parties desire to amend the Shareholders Agreement as provided herein. Accordingly, it is hereby agreed by you and us that the second and third recitals of the Shareholders Agreement are, effective as of the date first above written, hereby amended and restated in their entirety to read as follows:

WHEREAS, upon the Closing (as defined in the Acquisition Agreement), each of Xxxxxxx and Xxxxxxxx will be the registered holder and beneficial owner of an aggregate of 387,945 common shares of the Company (the “Common Stock”) and warrants (the “GW Warrants”) to purchase 143, 879 shares of Common Stock;

WHEREAS, upon the Closing, WP and certain of its partners and affiliates will be the registered holders and beneficial owners of an aggregate of 225,000 Class A Preferred Shares (“Class A Preferred Shares”) of the Company and warrants (“Warrants”) to purchase an aggregate of 3,562,060 shares of Common Stock;

On an after the effective date of this letter amendment, each reference in the Shareholders Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Shareholders Agreement shall mean and be a reference to the Shareholders Agreement as amended by this letter amendment. The Shareholders Agreement, as amended by this letter amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this letter amendment to the undersigned.

This letter amendment may be executed and delivered (including by facsimile transmission) in any number of counterparts and by and combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same instrument.

 

Very truly yours,
WGIM ACQUISITION CORPORATION
By   /s/ Xxxxx X. Xxxxx
  Name:   Xxxxx X. Xxxxx
  Title:  

Vice President and

Assistant Secretary

Agreed as of the date

  first above written:

 

/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx

 

/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx

 

/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx

 

XXXXXXXXXXX XXXXXXX PARTNERS, L.P.
By  

XXXXXXXXXXX XXXXXXX MANAGEMENT

PARTNERS, INC., its general partner

  By   /s/ X. Xxxxxxxx Xxxxxxx
      Name: X. Xxxxxxxx Xxxxxxx
      Title: Attorney-in-Fact

 

- 2 -

XXXXXXXXXXX XXXXXXX OFFSHORE PARTNERS, L.P.
By  

XXXXXXXXXXX XXXXXXX MANAGEMENT

PARTNERS, INC., its general partner

  By   /s/ X. Xxxxxxxx Xxxxxxx
    Name: X. Xxxxxxxx Xxxxxxx
    Title: Attorney-in-Fact

 

Xxxxxxxx Xxxxxx   by  

*

Xxxxxxxx Xxxxxx

   as attorney-in-fact
Xxxxx Xxxx   by  

*

Xxxxx Xxxx

   as attorney-in-fact
Xxxxxxx X. Xxxxx   by  

*

Xxxxxxx X. Xxxxx

   as attorney-in-fact
X.X. Xxxxxxxxxx   by  

*

X.X. Xxxxxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxxxxx   by  

*

Xxxxx Xxxxxxxxxx

   as attorney-in-fact
Xxxxxx Xxxxxxxxxx   by  

*

Xxxxxx Xxxxxxxxxx

   as attorney-in-fact
Xxxxxx Xxxxxxxxxx   by  

*

Xxxxxx Xxxxxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxxxxx   by  

*

Xxxxx Xxxxxxxxxx

   as attorney-in-fact

 

- 3 -

W.A. Breukelman   by  

*

W.A. Breukelman

   as attorney-in-fact

Canmont Investment Corp. Ltd.

   by  

*

Canmont Investment Corp. Ltd.

   as attorney-in-fact
Xxxxx X. Xxxxxxx, Xx.   by  

*

Xxxxx X. Xxxxxxx, Xx.

   as attorney-in-fact
Xxxxxxxxx Xxxxxxx   by  

*

Xxxxxxxxx Xxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact
Xxxxxx Xxxxxxx   by  

*

Xxxxxx Xxxxxxx

   as attorney-in-fact
434786 Ontario Limited   by  

*

434786 Ontario Limited

   as attorney-in-fact
434787 Ontario Limited   by  

*

434787 Ontario Limited

   as attorney-in-fact
Xxxxx X. Xxxxxxx   by  

*

Xxxxx X. Xxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact
Xxxxxxx Xxxxxxx   by  

*

Xxxxxxx Xxxxxxx

   as attorney-in-fact

 

- 4 -

Charlford Investments Inc.   by  

*

Charlford Investments Inc.

   as attorney-in-fact
Xxx Xxxxxxx   by  

*

Xxx Xxxxxxx

   as attorney-in-fact
Xxxx Xxxxxxx   by  

*

Xxxx Xxxxxxx

   as attorney-in-fact
Xxxxxxx Xxxxxxx   by  

*

Xxxxxxx Xxxxxxx

   as attorney-in-fact
Daedalus Investments Ltd.   by  

*

Daedalus Investments Ltd.

   as attorney-in-fact
Xxxx X. Xxxxxxx   by  

*

Xxxx X. Xxxxxxx

   as attorney-in-fact
Executronics Limited   by  

*

Executronics Limited

   as attorney-in-fact
Xxxxxxx Xxxxxxxx   by  

*

Xxxxxxx Xxxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxxx   by  

*

Xxxxx Xxxxxxxx

   as attorney-in-fact
Xxxxxx Xxxxxxxx   by  

*

Xxxxxx Xxxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxxx   by  

*

Xxxxx Xxxxxxxx

   as attorney-in-fact

 

- 5 -

Xxxx Xxxx   by  

*

Xxxx Xxxx

   as attorney-in-fact
Xxxxxx Investments Ltd.   by  

*

Xxxxxx Investments Ltd.

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact
Xxxxxxx X. Xxxxxx   by  

*

Xxxxxxx X. Xxxxxx

   as attorney-in-fact
Graeholdings Ltd.   by  

*

Graeholdings Ltd.

   as attorney-in-fact
Jano Holdings Inc.   by  

*

Jano Holdings Inc.

   as attorney-in-fact
Xxxxx Xxxxxxx Keighley   by  

*

Xxxxx Xxxxxxx Keighley

   as attorney-in-fact
Xxxxxxxx Xxxx Xxxxxxxx   by  

*

Xxxxxxxx Xxxx Xxxxxxxx

   as attorney-in-fact
Xxxxxxx Xxxx   by  

*

Xxxxxxx Xxxx

   as attorney-in-fact
Xxxxxx Xxxx   by  

*

Xxxxxx Xxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact

 

- 6 -

Xxxx Xxxxxxx   by  

*

Xxxx Xxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact
Xxxxxxxxx Xxxxxxx   by  

*

Xxxxxxxxx Xxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact
Xxxxxx Xxxxxxx   by  

*

Xxxxxx Xxxxxxx

   as attorney-in-fact
Xxxxx Kurcera   by  

*

Xxxxx Kurcera

   as attorney-in-fact
Xxx Xxxxxxx   by  

*

Xxx Xxxxxxx

   as attorney-in-fact
Xxxx X. XxXxxxxxx   by  

*

Xxxx X. XxXxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxx   by  

*

Xxxxx Xxxxxx

   as attorney-in-fact
Xxxxxxxx X. Xxx   by  

*

Xxxxxxxx X. Xxx

   as attorney-in-fact
G. Xxxx Xxxx   by  

*

G. Xxxx Xxxx

   as attorney-in-fact

 

7

Scocam Investment     Corp.   by  

*

Scocam Investment Corp.

   as attorney-in-fact
Sero Sed Xxxxx Inc.   by  

*

Sero Sed Xxxxx Inc.

   as attorney-in-fact
Xxxxx Xxxxx Xxxx   by  

*

Xxxxx Xxxxx Xxxx

   as attorney-in-fact
Xxxxxxx X. Xxxx   by  

*

Xxxxxxx X. Xxxx

   as attorney-in-fact
Xxxxxxxxx Xxxx   by  

*

Xxxxxxxxx Xxxx

   as attorney-in-fact
Xxxxxxx Xxx
    Productions Inc.		   by  

*

Xxxxxxx Xxx Productions Inc.

   as attorney-in-fact
Xxxxxx Xxxxxx   by  

*

Xxxxxx Xxxxxx

   as attorney-in-fact
Xxxxx X. Wales, Jr.   by  

*

Xxxxx X. Wales, Jr.

   as attorney-in-fact
Xxxxxx Xxxxxx Xxxxxxx   by  

*

Xxxxxx Xxxxxx Xxxxxxx

   as attorney-in-fact
Xxxxx Xxxxxxx   by  

*

Xxxxx Xxxxxxx

   as attorney-in-fact

 

8

Xxxx X. Xxxxxxxxx   by  

*

Xxxx X. Xxxxxxxxx

   as attorney-in-fact

 

 

* Xxxxxxx X. Xxxxxxxxxx, by signing his name hereto, does hereby sign this letter amendment on behalf of each of the Selling Shareholders after whose typed names asterisks appear pursuant to a power of attorney duly executed by each such Selling Shareholder.
By   /s/ Xxxxxxx X. Xxxxxxxxxx
  Attorney-in-fact
By   /s/ Xxxxxxx X. Xxxxxxxxxx
  Xxxxxxx X. Xxxxxxxxxx

 

9

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Filed: February 21st, 2013
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