Amended and Restated Stockholders Agreement, among Emerald Expositions Events, Inc., Onex US Principals LP, Onex Advisor Subco III LLC, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex Expo SARL and Onex Partners III GP LP

This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this  “Agreement”) is dated as of April 27, 2017, by and among Emerald Expositions Events, Inc.  (formerly known as Expo Event Holdco, Inc.), a Delaware corporation (the “Company”), Onex  Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited  partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select  LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership,  Onex Advisors Subco III LLC, a Delaware limited liability company and Onex Expo SARL, a  Luxembourg société à responsabilité limité (collectively, and together with their Affiliates who  hold Equity Securities, the “Onex Stockholders”), the parties listed on Schedule II attached  hereto and the parties that may from time to time become party to this Agreement as “Additional  Stockholders” (the “Additional Stockholders”), and the individuals identified on Schedule III  attached hereto, and the individuals that may from time to time become party to this Agreement,  as “Management  Stockholders” (the “Management  Stockholders”,  collectively  with  the  Additional  Stockholders,  the “Minority  Stockholders”  and,  collectively  with  the  Onex  Stockholders, the “Stockholders”).

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of May  4, 2013 (as such agreement may be amended, supplemented or otherwise modified from time to  time, the “Purchase Agreement”), by and between Expo Event Transco, Inc., a Delaware  corporation and an indirect, wholly owned subsidiary of the Company (“Buyer”), and VNU  International B.V., a company incorporated under the laws of the Netherlands (“Seller”), on June  17, 2013, Buyer purchased from Seller all of the issued and outstanding shares of common stock,  par  value $0.001  per  share,  of  Nielsen  Business  Media  Holding  Company,  a  Delaware  corporation;

WHEREAS,   simultaneously   with   the   consummation   of   the   transactions  contemplated by the Purchase Agreement, Onex American Holdings II LLC, a Delaware limited  liability company, Expo EI LLC, a Delaware limited liability company, Expo EI II LLC, a  Delaware limited liability company, Onex US Principals LP, a Delaware limited partnership,  Onex Advisor III LLC, a Delaware limited liability company, Onex Partners III LP, a Delaware  limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III  Select LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited  partnership (collectively,  the “Original  Onex  Stockholders”)  and  certain  of  the  other  Stockholders party hereto entered into the Stockholders’ Agreement, dated as of July 19, 2013  (the “Original Stockholders’ Agreement”), for the purposes, among others, of assuring continuity  in the management and ownership of the Company and limiting the manner and terms by which  the Minority Stockholders’ shares of Company Stock may be Transferred;

WHEREAS, prior to the date hereof, certain of the Management Stockholders and the  Additional  Stockholders  acquired  Company  Stock  and/or  entered  into  stock  option agreements with the Company, pursuant to which, and on the terms and subject to the conditions set forth therein, the Company has agreed to grant options to purchase Company Stock (“Options”)  to  such  Management  Stockholders  and  Additional  Stockholders,  which  upon Exercise of such Options, the Option Stock will be subject to this Agreement;

 

WHEREAS,  on  or  prior  to  the  date  hereof,  certain  of  the  Original  Onex Stockholders transferred their shares of Company Stock to Onex Advisors Subco III and Onex Expo SARL (the “New Onex Stockholders”); and

WHEREAS, the Company intends to consummate its IPO and in connection  therewith wishes to amend and restate the Original Stockholders’ Agreement to (i) eliminate  Sections 4-8 and 11-12 of the Original Stockholders’ Agreement, which were intended to apply  only for so long as the Company’s Common Stock was privately held, (ii) replace Section 3 of  the Original Stockholders’ Agreement (Restrictions on Transfer of Company Stock) with a new  Section 3 that provides Stockholders with additional flexibility to sell their shares of Company  Stock as set forth herein and (iii) reflect the addition of the New Onex Stockholders as Onex  Stockholders.

NOW, THEREFORE, in consideration of the mutual covenants contained herein  and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the Company and the Onex Stockholders (including the New Onex Stockholders,  as  transferees  of  the  shares  of  Company  Stock  held  by  certain  of  the  Original  Onex  Stockholders), intending to effect an amendment of the Original Stockholders’ Agreement as  permitted by and in accordance with Section 15 thereof, hereby agree as follows, effective as of  the date hereof:

1.            Definitions.  Capitalized and other terms used and not otherwise defined herein shall have their respective meanings as defined in Annex A hereto.

(a)          Unless  the  context  clearly  requires  otherwise,  the  words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b)          The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(c)          References herein to a specific Section, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Schedules, Exhibits or Annexes of this Agreement, unless the express context otherwise requires.

(d)          Whenever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation,” unless clearly indicated otherwise.

(e)          The headings and titles in this Agreement are included for convenience of  reference only and shall not limit or otherwise affect the meaning or interpretation of this  Agreement.

(ii)          Notwithstanding the provisions of Section 3(a) and 3(b)(i), a Minority  Stockholder may Transfer Covered Shares pursuant to a Public Sale or another applicable  exemption from registration under the Securities Act, in an amount that does not exceed  the greater of:

(x) following the one year anniversary of the closing of the IPO, 15% of  such Minority Stockholder’s Covered Shares, increasing by an additional 15% on each subsequent anniversary of the closing of the IPO; and

(c)          The provisions of this Section 3 shall terminate automatically upon the  earliest to occur of (i) the third anniversary of the closing of the IPO; (ii) such time as the Onex  Stockholders collectively cease to own at least 10% of the voting power of the Company and (iii) with respect to any individual Minority Stockholder, the death or disability of such Minority Stockholder.

 

4.            Legend.  Each certificate evidencing Company Stock and each certificate issued in exchange for or upon the Transfer of any Company Stock (if such shares remain Company Stock as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933,  AS  AMENDED (THE “SECURITIES ACT”), OR ANY STATE “BLUE SKY”  LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE  OF   AN   EFFECTIVE   REGISTRATION   STATEMENT   UNDER   THE  SECURITIES ACT OR SUCH STATE LAWS OR AN EXEMPTION FROM  REGISTRATION THEREUNDER.  THE SECURITIES REPRESENTED BY  THIS    CERTIFICATE    ARE    ALSO    SUBJECT    TO    ADDITIONAL  RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS  SET  FORTH  IN  THE  AMENDED  AND  RESTATED  STOCKHOLDERS’  AGREEMENT, DATED AS OF APRIL 27, 2017, BY THE COMPANY AND  THE PARTIES THERETO,  A COPY OF WHICH MAY BE OBTAINED BY  THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF  BUSINESS WITHOUT CHARGE.”

The Company shall imprint such legend on certificates evidencing outstanding Company  Stock.

5.            Conflicting Agreement.  Each Stockholder represents and warrants that it has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no Stockholder shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement.

6.            Company Logo.  The Company hereby grants the Onex Stockholders  permission to use the Company’s and its Subsidiaries’ name and logo in marketing materials.

7.            Further Assurances.  Each of the parties hereto shall, and shall cause their  respective   Affiliates   to,   execute   and   deliver   such   additional   documents,   instruments,  conveyances and assurances and take such further actions as may be reasonably required to carry  out the provisions hereof and give effect to the transactions contemplated by this Agreement.

8.            Amendment  and  Waiver.    Except  as  otherwise  provided  herein,  no  modification, amendment or waiver of any provision of this Agreement shall be effective against  the Company or any Stockholder unless such modification, amendment or waiver is approved in  writing (i) by the Company and (ii) the Onex Stockholders; provided, however, that no such  modification, amendment or waiver shall be effective against any (i) Management Stockholder if  such   modification,   amendment   or   waiver   treats   such   Management   Stockholder  disproportionately and adversely in any materially adverse respect from all other Management Stockholders holding the same class or series of Equity Securities without such Management  Stockholder’s consent and (ii) Additional Stockholder if such modification, amendment or  waiver treats such Additional Stockholder disproportionately and adversely in any materially  adverse respect from all other Additional Stockholders holding the same class or series of Equity  Securities without any such Additional Stockholder’s consent.  Notwithstanding the foregoing,  (a) the Company may from time to time add additional holders of Equity Securities of the  Company as parties to this Agreement with the consent of the Onex Stockholders and without  the consent or additional signatures of the other Stockholders (and amend and/or restate the  Agreement,  including  any  Schedules,  Exhibits  or  Annexes  hereto,  solely  to  reflect  such  additional holders), and upon the Company’s receipt of such additional holder’s executed  signature pages hereto or joinder agreement, such additional holders shall be deemed to be a  party hereto (as a Minority Stockholder or otherwise) and such additional signature pages shall  be a part of this Agreement and (b) in the event that the ownership of any Stockholder changes  for any reason, the Company may substitute, with the consent of the Onex Stockholders and  without the consent or additional signatures of the other Stockholders, an updated Schedule I  hereto reflecting such changes.  The failure of any party to enforce any of the provisions of this  Agreement shall in no way be construed as a waiver of such provisions and shall not affect the  right of such party thereafter to enforce each and every provision of this Agreement in  accordance with its terms.

 

9.           Successors and Assigns.  This Agreement shall be binding upon and shall  inure to the benefit of the parties hereto, and their respective successors and permitted assigns.  Subject to compliance with the provisions of this Agreement, (i) each Onex Stockholder shall, at  any time and without the consent of any other party hereto, have the right to assign all or part of  its rights and obligations under this Agreement to one or more of its Affiliates to whom such  Onex Stockholder transferred Common Stock in compliance with this Agreement and (ii) each  Stockholder shall, at any time and without the consent of any other party hereto, have the right to  assign all or part of its rights and obligations under this Agreement to any Person to whom such  Stockholder Transfers all or any portion of its Company Stock in compliance with Section 3(b)(i)  of this Agreement.

10.          Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10):

Facsimile: (212) 582-0909

Email: ***@***

 

Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza

c/o Onex Partners Advisor LP 161 Bay Street

Facsimile: (212) 582-0909

Email: ***@***

Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza

11.          No Third-party Beneficiaries.  Except as otherwise expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.          Governing Law.  This Agreement shall be governed by and construed in  accordance with the internal laws of the State of Delaware without giving effect to any choice or  conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of  Delaware.

 

13.          Submission   to  Jurisdiction.          ANY   LEGAL   SUIT,   ACTION   OR  PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER  TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY  OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED  STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH  CASE LOCATED IN THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY  SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT,  ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER  DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE  EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING  BROUGHT   IN   ANY   SUCH   COURT.   THE   PARTIES   IRREVOCABLY   AND  UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY  SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE  AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH  SUIT,  ACTION  OR  PROCEEDING  BROUGHT  IN  ANY  SUCH  COURT  HAS  BEEN  BROUGHT IN AN INCONVENIENT FORUM.

14.          Waiver  of  Jury  Trial.    EACH  PARTY  ACKNOWLEDGES  AND  AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT  OR   THE   OTHER   TRANSACTION   DOCUMENTS   IS   LIKELY   TO   INVOLVE  COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY  IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A  TRIAL  BY  JURY  IN  RESPECT  OF  ANY  LEGAL  ACTION  ARISING  OUT  OF  OR  RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR  THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO  THIS    AGREEMENT    CERTIFIES    AND    ACKNOWLEDGES    THAT (A)    NO  REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR  OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE  FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS  CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS  WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER  INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND  CERTIFICATIONS IN THIS SECTION 14.

15.          Entire  Agreement.    This  Agreement  constitutes  the  sole  and  entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

16.          Severability.  If any term or provision of this Agreement is invalid, illegal  or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect  any other term or provision of this Agreement or invalidate or render unenforceable such term or  provision in any other jurisdiction. Upon such determination that any term or other provision is  invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

17.          Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email of scanned copies or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

18.          Specific Performance.  The parties agree that irreparable damage would  occur if any provision of this Agreement were not performed in accordance with the terms hereof  and that the parties shall be entitled to specific performance of the terms hereof, in addition to  any other remedy to which they are entitled at law or in equity. Each party hereby waives any  requirement for the securing or posting of any bond in connection with such remedy.

19.          Termination.  This Agreement shall terminate with the mutual written consent of (i) the Company, (ii) the Onex Stockholders and (iii) holders of a majority of the Common Stock and Option Stock held by the Minority Stockholders. The rights and obligations of a Stockholder under this Agreement shall terminate at such time as such Stockholder no longer owns any shares of Company Stock.

“Affiliate” as applied to any Person, means any other Person directly or indirectly  controlling, controlled by, or under common control with, that Person.  For the purposes of this  definition “control” (including, with correlative meanings, the terms “controlling”, “controlled  by” and “under common control with”), as applied to any Person, means the possession, directly  or indirectly, of the power to direct or cause the direction of the management and policies of that  Person, whether through the ownership of voting securities (the ownership of more than 50% of  the voting securities of an entity shall for purposes of this definition be deemed to be “control”),  by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Board” means the Board of Directors of the Company.

“Business Day” shall mean a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close.

“Common Stock” means (i) the Company’s common stock, par value $0.01 per share, and (ii) any securities issued or issuable with respect to the capital stock referred to in clause (i) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization.

“Covered Shares” means with respect to any Stockholder, the shares of Company Stock held by such Stockholder immediately following the consummation of the IPO (including, for the avoidance of doubt, shares of Common Stock hereafter issued as a result of, or issuable upon, the conversion or exercise of any Options held by such Stockholder immediately following the consummation of the IPO), in each case, adjusted (without duplication) for any stock split, stock dividend, subdivision of capital stock and the like.

“Equity Securities” means any (i) capital stock of any class or series, (ii) options, warrants or other securities convertible into or exercisable or exchangeable for such capital stock, (iii) options, warrants or other securities convertible into or exercisable or exchangeable for such securities described in clause (ii), or (iv) any other rights to acquire, directly or indirectly, such capital stock.

“Exercise” means, with respect to any Option, to exercise or exchange that Option for shares of Common Stock or convert it into shares of Common Stock.

 

“Family Group” means any given Stockholder, along with any trust, foundation or similar entity controlled by such Stockholder, the only beneficiaries of which, or a corporation, partnership or limited liability company, the only stockholders, limited and/or general partners or members, as the case may be, of which, include only such Stockholder, such Stockholder’s parents,  such  Stockholder’s  spouse,  such  Stockholder’s  descendants (whether  natural  or adopted), and spouses of such Stockholder’s descendants.

“IPO” means the initial bona fide underwritten public offering and sale of  Common Stock (or other Equity Securities of the Company or any subsidiary of the Company, or  of any successor of the Company or any of its Subsidiaries) pursuant to an effective registration  statement (other than on Form S-4, S-8 or a comparable form) filed under the Securities Act.

“Option Stock” shall mean all shares of Common Stock or other capital stock of the Company received or to be received by a Management Stockholder or an Additional Stockholder upon the Exercise or other settlement of an Option.

“Original Stockholders’ Agreement” shall have the meaning set forth in the  recitals.

“Person” means any individual, firm, company, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

“Public Sale” means any sale of shares of Common Stock to the public pursuant to an effective registration statement filed under the Securities Act or the public through a broker or dealer or to a market maker pursuant to the provisions of Rule 144 (or any similar provision then in force) adopted under the Securities Act.

“Restricted Management Stockholders” means as of any date of determination the ten Management Stockholders holding the greatest amount of Company Stock.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Stockholders” shall have the meaning set forth in the preamble and shall include their respective successors and permitted assigns.