Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBEFhKn5ctllBRBwZ+3nk+nV4DTeJbds6RDxcQZgzUSG12Y7lSTTyJLe7w9+rYQq V9KJ6e9Ous7db4IJXDGXBQ== 0001193125-08-050287.txt : 20080307 0001193125-08-050287.hdr.sgml : 20080307 20080307165130 ACCESSION NUMBER: 0001193125-08-050287 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080307 DATE AS OF CHANGE: 20080307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vinecombe Nigel A CENTRAL INDEX KEY: 0001428244 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 513-381-1480 MAIL ADDRESS: STREET 1: 50 E-BUSINESS WAY CITY: SHARONVILLE STATE: OH ZIP: 45241 FORMER COMPANY: FORMER CONFORMED NAME: Vinecomb Nigel A DATE OF NAME CHANGE: 20080226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MULTI COLOR CORP CENTRAL INDEX KEY: 0000819220 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 311125853 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39384 FILM NUMBER: 08674796 BUSINESS ADDRESS: STREET 1: 425 WALNUT STREET STREET 2: SUITE 1300 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133811480 MAIL ADDRESS: STREET 1: 425 WALNUT STREET STREET 2: SUITE 1300 CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Multi-Color Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

625383 10 4

(CUSIP Number)

Nigel Andrew Vinecombe

c/o Collotype Labels

381 South Road

Mile End, SA 5031, Australia

+61 8 8405 0523

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 29, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see, the Notes).

CUSIP No. 625383 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Nigel Andrew Vinecombe
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) SC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Australia


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 625,000(1)
		8. Shared Voting Power 0
		9. Sole Dispositive Power 625,000(1)
		10. Shared Dispositive Power 0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 625,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.14%
14.	Type of Reporting Person (See Instructions) IN

(1)

The shares of Multi-Color Corporation are held by Tropical Rain Nominees Pty Limited as trustee for the Vinecombe Absolutely Entitled Trust. The trustee exercises voting and investment power with respect to the shares in accordance with the instructions of Nigel Andrew Vinecombe, who is the beneficiary of the Vinecombe Absolutely Entitled Trust.

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to shares of common stock, no par value (“Common Stock”), of Multi-Color Corporation, an Ohio corporation (the “Company”), whose principal executive offices are located at 50 E-Business Way, Sharonville, Ohio 45241.

Item 2.

Identity and Background

(a)

This Statement is being filed by Nigel Andrew Vinecombe (the “Reporting Person”). The shares of Common Stock are held by Tropical Rain Nominees Pty Limited (“Tropical Rain”) as trustee for the Vinecombe Absolutely Entitled Trust (the “Trust”). Tropical Rain exercises voting and investment power with respect to the shares in accordance with the instructions of the Reporting Person, who is the beneficiary of the Trust.

(b)	The address of the principal business office of the Reporting Person is 381 South Road, Mile End, SA 5031, Australia.

(c)	The Reporting Person serves as a director of the Company and as President of the Company’s International Business Unit.

(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	The Reporting Person is a citizen of Australia.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person received the Common Stock (through the Trust) in connection with the Company’s acquisition of Collotype International Holdings Pty Limited (“Collotype”) and certain of its subsidiaries (the “Acquisition”). The Acquisition was completed pursuant to the terms of the Share Sale and Purchase Agreement dated January 21, 2008 (“Agreement”), by and among the Company, Collotype, Collotype Labels International Pty Limited, and the direct or indirect holders of Collotype shares.

Item 4.

Purpose of Transaction

The Reporting Person holds the shares of Common Stock (through the Trust) as an investment. The Reporting Person from time to time intends to review his investment in the Company on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities market in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Person or otherwise acquired by the Reporting Person, subject to certain restrictions contained in the Shareholder Agreement specified in Item 6 below.

The Reporting Person has agreed to sell, for nominal consideration, 25,000 shares of his Common Stock to key employees of Collotype on the second anniversary of the Acquisition provided those employees remain employed with Collotype at that time.

Pursuant to the Agreement, the Reporting Person became a director of the Company and President of the Company’s International Business Unit.

Except as described above, and except for any plans or proposals the Reporting Person may evaluate in connection with his duties as a director of the Company or as President of the Company’s International Business Unit, the Reporting Person has no specific plans or proposals that relate to or would result in any of the following:

(a)	The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c)	A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)	Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies of the board;

(e)	Any material change in the present capitalization or dividend policy of the Company;

(f)	Any other material change in the Company’s business or corporate structure;

(g)	Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)	Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)	Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

The Reporting Person is the beneficial owner of 625,000 shares of Common Stock (which represents approximately 5.14% of the outstanding shares of Common Stock of the Company, based upon information reported in the Company’s Form 10-Q filed on February 8, 2008). The shares are held in trust by Tropical Rain as trustee for the Trust. Tropical Rain exercises voting and investment power with respect to the shares in accordance with the instructions of the Reporting Person, who is the beneficiary of the Trust, and the Trust is revocable at any time by the Reporting Person. Therefore, pursuant to Rule 13d-3, the Reporting Person is deemed the beneficial owner of the shares of Common Stock held by the Trust.

(b)	The information set forth in Item 5(a) above is hereby incorporated by reference.

(c)	Except as described in this Schedule 13D, there have been no transactions in the shares of the Common Stock effected by the Reporting Person.

(d)	Not applicable.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Tropical Rain entered into a Trust Deed dated February 4, 2000, and a related Deed of Acknowledgment dated March 6, 2008, both of which are attached hereto as Exhibits 1(a) and 1(b) and are incorporated

herein by reference. The Trust Deed (together with the Deed of Acknowledgment) contains certain provisions regarding the power of the Reporting Person to direct the voting and investment of the shares of Common Stock.

Tropical Rain, on behalf of the Trust, entered into a Shareholder Agreement dated February 29, 2008, pursuant to which Tropical Rain, on behalf of the Trust, and various other persons receiving Common Stock in the Acquisition, made certain covenants in favor of the Company with respect to future transfers of the Common Stock. The Shareholder Agreement, among other things, generally restricts transfers of Common Stock for one year from the date of the closing of the Acquisition. A copy of the form of Shareholder Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.

The Reporting Person acquired the shares in connection with the Acquisition pursuant to the terms of the Agreement.

Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities.

Item 7.

Material to be Filed as Exhibits.


Exhibit 1(a) -		Trust Deed dated February 4, 2000.

Exhibit 1(b)-		Deed of Acknowledgment dated March 6, 2008.

Exhibit 2 -		Form of Shareholder Agreement executed by Tropical Rain, on behalf of the Trust.

Exhibit 3 -		Share Sale and Purchase Agreement dated January 21, 2008, which is incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Multi-Color Corporation on January 25, 2008.

[Signature page follows]

Signature

After reasonable inquiry, and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated March 7, 2008

/s/ Nigel Andrew Vinecombe

Nigel Andrew Vinecombe

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1.(A) 2 dex1a.htm TRUST DEED DATED FEBRUARY 4, 2000 Trust Deed dated February 4, 2000

Exhibit 1(a)

THIS TRUST DEED is made the 4th day of February 2000

BY:	TROPICAL RAIN NOMINEES PTY. LTD. (A.C.N. 090 822 683) of c/- 248 Flinders Street Adelaide in South Australia 5000 (“the Trustees”).

RECITALS

A.	On the date hereof:

(i)

COLLOTYPE SERVICES PTY. LTD. (A.C.N. 007 628 015) (“Services”) is a company incorporated in South Australia and having its registered office situated at 248 Flinders Street Adelaide in South Australia 5000;

(ii)

the Trustees is shortly to apply for 1,052,709 MBO class shares numbered 10,000,001 to 11,052,709 (“the MBO Shares”) comprising all of the MBO Shares to be issued in Services; and

(iii)

no MBO Shares have been issued on the date hereof.

(In the event that the MBO Shares are issued to the Trustees) - the Trustees is desirous of declaring trusts over the MBO Shares numbered 10,000,001 to 10,350,903 (both inclusive) (“the Trust Shares”) on and from the date of issue to the Trustees thereof (“the Issue Date”) for NIGEL ANDREW VINECOMBE of 63 Avenue Road Cumberland Park in South Australia 5041 (“the Beneficiary”) pursuant to the terms and subject to the trusts and powers expressed or implied in this Deed Poll.

NOW THIS DEED POLL WITNESSES as follows:

ACCURACY OF RECITALS

1.	The Recitals are true and correct in every material particular and are deemed to form part of this Deed Poll BUT any fact or matter referred to in those Recitals that is inconsistent with any term or provision hereafter appearing shall be read as subject to that term or provision.

INTERPRETATION

2.	In this Deed Poll the following expressions have the meanings assigned to them respectively:

2.1.

“Accounting Period” means:

2.1.1.

the period commencing on the date hereof and ending on the 30^th day of June next following;

2.1.2.

thereafter the period commencing on the 1^st day of July in each year and expiring on the 30^th day of June in the following year; and

2.1.3.

if the Terminating Date occurs on or before the 30^th day of June in any year the last Accounting Period shall be the period commencing on the 1^st day of July last preceding the Terminating Date and expiring on the Terminating Date;

2.2.

“Accumulate” in relation to the Net Income or part thereof means so much of the Property constituting or representing the Net Income or part thereof that the Trustees Resolves:

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2.2.1.

not to be Distributed or held for the Eligible Beneficiaries in relation to the Beneficiary; and

2.2.2.

to be added to the Corpus as an accretion thereto

AND the expressions “Accumulate” and “Accumulation” have corresponding meanings;

2.3.

“the Assessment Act” means:

2.3.1.

the Income Tax Assessment Act 1936 (“the Assessment Act 1936”); and

2.3.2.

the Income Tax Assessment Act 1997 (“the Assessment Act 1997”)

as amended and the regulations made thereunder;

2.4.

“Associate” in relation to the Beneficiary means any Person:

2.4.1.

the Specified Relatives of the Beneficiary;

2.4.2.

the trustee (in its capacity as trustee) of any Sub-Trust for the Beneficiary or a Specified Relative thereof;

2.4.3.

any Company in which the Beneficiary or Specified Relative thereof is an officer or shareholder for the purposes for the purpose of the Corporations Law;

2.4.4.

any Company in which a Company referred to in Sub-clause 2.4.3 is a related corporation within the meaning of that expression in Section 50 of the Corporations Law;

2.4.5.

any Person who is:

2.4.5.1.

an officer; or

2.4.5.2.

a shareholder

of any Company referred to in Sub-clause 2.4.3 and 2.4.4

2.4.6.

any Sub-trust for:

2.4.6.1.

any of the Companies or other Persons referred to in Sub-clauses 2.4.3 or 2.4.4 or 2.4.5; or

2.4.6.2.

any Sub-trust referred to in Sub-clause 2.4.2

or any one or more of them;

2.4.7.

any Company or other Person who is:

2.4.7.1.

a beneficiary contingently entitled to Property;

2.4.7.2.

a beneficiary vested in possession of Property where the beneficial enjoyment thereof is either indefeasibly vested or is vested subject to a power of defeasance or divestiture granted or conferred on that trustee or another Person;

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2.4.7.3.

an object or potential object of any special or hybrid or other power of appointment (but not including any general power of appointment) granted or conferred on that trustee or another Person in relation to Property;

2.4.7.4.

an object of any power of selection granted or conferred on the trustee of any trust or settlement for distribution of Property; and

2.4.7.5.

an object of any mere power or collateral power granted or conferred on any Person in relation to Property

impressed with the trusts expressed or implied in any Sub-Trust referred to in Sub-clause 2.4.6;

2.4.8.

any Person who is an associate of the Beneficiary or Specified Relative within the meaning of Section 318 of the Assessment Act 1936 or would be an associate as so defined as if a reference to a “taxpayer” in that definition were a reference to the Beneficiary or Specified Relative thereof respectively; or

2.4.9.

any Charity;

2.5.

“the Beneficiary” means the said NIGEL ANDREW VINECOMBE; and the expression extends to and includes his successors and permitted assigns;

2.6.

“Charity” means any charitable institution or Person howsoever constituted which the Trustees in their absolute discretion consider worthy of receipt of funds either for charitable or educational purposes or for the relief of poverty or religious scientific or public educational purposes in Australia including a public hospital or any hospital which is carried on by a society or association otherwise than for profit or gain to the individual beneficiaries thereof or any of them;

2.7.

“Distribute” in relation to the Net Income of the Trust means to pay set aside or make over Property comprised in or forming a constituent part of that Net Income to or for the Eligible Beneficiaries for their own use and enjoyment beneficially and absolutely AND without limiting the generality of the foregoing the expression extends to and includes:

2.7.1.

a declaration made by the Trustees that it holds and stands possessed of the Net Income specified in the resolution for and on behalf of the Eligible Beneficiaries selected by the Trustees;

2.7.2.

an irrevocable written Resolution of the Trustees vesting an indefeasible and absolute interest in the Net Income specified in the Resolution in favour of the Eligible Beneficiaries selected by the Trustees; and

2.7.3.

a credit of the Net Income in the books and records to the allocation accounts of the Eligible Beneficiaries selected by the Trustees

AND (unless the physical possession thereof has passed to the Eligible Beneficiaries) the Property of the Trust so dealt with shall thereafter be held by the Trustees as a separate trust or trusts for the Eligible Beneficiaries so selected freed from the trusts and powers contained in this Deed; and the expression “Distribution” has a corresponding meaning;

2.8.

“Eligible Beneficiaries” at any time in relation to a Distribution or proposed Distribution means:

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2.8.1.

the Beneficiary; and

2.8.2.

the Associates thereof

at that time;

2.9.

“Encumbrance” in relation to any Property includes any mortgage lien charge pledge hypothecation or other encumbrance in or over that Property;

2.10.

“the Issue Date” means the date (if any) of issue to Trustees of the MBO Shares and more particularly referred to in Recital B;

2.11.

“the MBO Shares” means the 1,052,709 MBO class shares:

2.11.1.

to be applied for to Services by the Trustees; and

2.11.2.

(if issued to the Trustees) – to be held on the terms of the trust expressed or implied hereunder

being the Shares more particularly referred to in Recital A(ii);

2.12.

“Net Income” in relation to an Accounting Period or part thereof means the total of Net Income together with the gross income (less all losses and outgoings and other charges in relation thereto) derived by the Trustees in the Accounting Period or part thereof (as the case may be) calculated in accordance with:

2.12.1.

(subject to Sub-clause 2.12.2.2) - Section 95 of the Assessment Act 1936 including (but without limiting the generality of the foregoing) all Corpus and accretions thereto that are required to be included in the assessable income of the Trust pursuant to the provisions of Section 102-5(1) of the Assessment Act 1997 EXCEPT where the Trustees otherwise determines); or

2.12.2.

(where Sub-clause 2.12.1 does not apply):

2.12.2.1.

generally accepted accounting methods and standards; or

2.12.2.2.

(if so directed by the Trustees) - the other accounting method or procedure (if any) from time to time declared by the Trustees to be the method or procedure by which the Net Income of the Trust is to be calculated

as the case may be

AND (in relation to a Distribution of Net Income) the expression has the additional meaning it would have as if a reference to a Distribution of Net Income were a reference to a Distribution of Property constituting or representing Net Income;

2.13.

“Person” includes:

2.13.1.

a government or semi-government institution agency or entity;

2.13.2.

a firm and a corporation; and

2.13.3.

an individual or firm or corporation or other entity acting in the capacity as trustee of a trust estate or settlement;

2.14.

“Property” includes choses in action;

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2.15.

“Resolution” includes a determination and a declaration; and the expressions “Resolved” or “Resolves” have corresponding meanings;

2.16.

“Services” means the said COLLOTYPE SERVICES PTY. LTD. (A.C.N. 007 628 015); and the expression extends to and includes its successors and permitted assigns;

2.17.

“Specified Relatives” in relation to the Beneficiary means the parents grandparents brothers sisters spouses widows widowers children and grandchildren of the Beneficiary; and the expression includes the brothers sisters spouses widows widowers children and grandchildren of any of the foregoing AND for the purpose of this Sub-clause a reference to a child shall be deemed to include a reference to an adopted child and a reference to a grandchild shall be deemed to include the child or adopted child of a child;

2.18.

“Sub-Trust” in relation to a Person means the Trustees (in its capacity as Trustees) for the time being or from time to time of any trust or settlement which holds or is possessed of any property or part thereof or any interest therein (in this Sub-clause referred to as “the Property”) in which that Person is:

2.18.1.

a beneficiary contingently entitled to the Property;

2.18.2.

a beneficiary vested in possession of the Property where the beneficial enjoyment thereof is either indefeasibly vested or is vested subject to a power of defeasance or divestiture granted or conferred on that Trustees or another Person;

2.18.3.

an object or potential object of any special or hybrid or other power of appointment (but not including any general power of appointment) granted or conferred on that Trustees or another Person in relation to the Property;

2.18.4.

an object of any power of selection granted or conferred on the Trustees of any trust or settlement for distribution of the Property; and

2.18.5.

an object of any mere power or collateral power granted or conferred on any Person in relation to the Property;

BUT the expression does not include any trust or settlement in which:

2.18.6.

any Person is capable of being vested in an interest in the Property after the Vesting Day; or

2.18.7.

the Trustees has for the time being Resolved to be ineligible to receive any Distribution of Net Income or Corpus of the Trust;

2.19.

“Terminating Date” means the date on which the Beneficiary gives to the Trustees a notice under and pursuant to Sub-clause 5.1;

2.20.

“the Trust Shares” means the MBO Shares (if any) numbered 10,000,001 to 10,350,903 (both inclusive):

2.20.1.

to be applied for by the Trustees to Services on or after the date hereof; and

2.20.2.

(if issued to the Trustees) – held as a constituent part of this Trust

being the MBO Shares more particularly referred to in Recital B;

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2.21.

“the Trustees” means the said TROPICAL RAIN NOMINEES PTY. LTD. (A.C.N. 090 822 683); and the expression extends to and includes its successors and permitted assigns; and

2.22.

this Deed shall be:

2.22.1.

known as THE VINECOMBE ABSOLUTELY ENTITED TRUST; and

2.22.2.

interpreted according to the laws and jurisdiction of South Australia;

2.23.

no Person dealing with the Trustees shall be concerned to inquire into the adequacy of the powers of the Trustees in relation to any dealing or as to the proper exercise by the Trustees of any of the powers authorities or discretions vested in the Trustees by the provisions of this Deed or as to the propriety or regularity of any transaction affecting the MBO Shares or to see to the application of any moneys paid to the Trustees or to any Person at the Trustees’ discretion and in the absence of fraud on the part of any Person dealing with the Trustees all dealings shall be deemed so far as they relate to the safety and protection of that Person to be within the powers of the Trustees and to be valid and effectual accordingly and the receipt of the Trustees or the receipt of any Person paid at the direction of the Trustees shall effectually discharge that Person from all liability in respect thereof; and

2.24.

no security given or created by the Trustees to or in favour of any Person over or in respect of the Trust Shares or any part thereof shall be invalid by reason of any error or omission whether of law or fact on the part of the Trustees or its legal or other advisers or by reason of any breach of duty or trust whatsoever unless the same is proved to have been committed made or omitted in personal conscious bad faith by the Trustees and all Persons claiming any beneficial interest in over or to the Trust Shares shall be deemed to have notice of the provisions of this Sub-clause.

DECLARATION OF TRUST

3.	On the date hereof the Trustees HEREBY DECLARES that on the Issue Date (if any) it shall hold and stand possessed of its entire right title and interest in the Trust Shares:

3.1.

UPON TRUST for the Beneficiary beneficially and absolutely; and

3.2.

to be transferred to the Beneficiary forthwith upon the receipt of a notice given to the Trustees under and pursuant to Sub-clause 5.1

notwithstanding any other provisions of this Deed.

DISTRIBUTIONS OF NET INCOME

4.	The Trustees shall have the following powers in relation to the Distribution of Net Income:

End of-Year

4.1.

subject to this Clause and Clauses 3 and 5 the Trustees shall at the moment immediately before midnight on the last day of each Accounting Period hold and stand possessed of:

4.1.1.

(if no Distributions of Net Income or permitted Accumulations have been made at any time during the Accounting Period) - the whole of the Net Income for the Accounting Period; or

4.1.2.

(if any Distributions of Net Income or any permitted Accumulations have been made during the Accounting Period) - the balance (if any) of the Net

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Income of the Accounting Period that has not been so Distributed or Accumulated

UPON TRUST for Distribution to the Eligible Beneficiaries in relation to the Beneficiary in the amounts or proportions whether exclusive of the other or others of them or otherwise that the Trustees in its absolute and uncontrolled discretion thinks fit AND the Trustees shall discharge the trusts of that Net Income by paying or transferring the amount of it to the Eligible Beneficiaries beneficially entitled thereto pursuant to this Clause or otherwise crediting the amount so Distributed in the Books of the Trust;

Interim Distributions

4.2.

Notwithstanding Sub-clause 4.1 at any time and from time to time before the time referred to in that Sub-clause the Trustees may in its absolute and uncontrolled discretion Resolve to:

Accumulate

4.2.1.

Accumulate the whole or part of the Net Income derived during the Accounting Period or part thereof;

Distribution

4.2.2.

(as to the whole or part of the balance of the Net Income derived during the Accounting Period or part thereof (not being Net Income previously Accumulated or Distributed pursuant to Sub-clauses 4.2.3 or a prior application of this Sub-clause 4.2.2)):

4.2.2.1.

Distribute to the Eligible Beneficiaries in relation to the Beneficiary; and

4.2.2.2.

in the amounts or proportions whether exclusive of the other or others of them or otherwise that the Trustees in its absolute and uncontrolled discretion thinks fit; and

Accumulate and Distribute

4.2.3.

(as to the whole or part of the balance of the Net Income derived during the Accounting Period or part thereof (not being Net Income previously Accumulated or Distributed pursuant to Sub-clause 4.2.2 or a prior application of this Sub-clause 4.2.3)):

Distribution

4.2.3.1.

Distribute to the Eligible Beneficiaries a part of the Net Income in the amounts and in the manner referred to in Sub-clause 4.2.2; and

Accumulate

4.2.3.2.

Accumulate the balance or part of the balance of the Net Income

as the case may be

as the case may be;

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Income Streaming

4.3.

notwithstanding any other provision of this Deed and in addition thereto:

4.3.1.

any distribution of Net Income pursuant to the provisions of this Deed may be made from any:

4.3.1.1.

class;

4.3.1.2.

source; or

4.3.1.3.

category

of income to any particular Beneficiary when making any Distribution of Net Income

pursuant to the provisions of this Deed; and

Infants

4.4.

Subject to this Clause the Trustees may Distribute Corpus or Net Income to an infant by Distributing the same to a parent or guardian of that infant and the Trustees shall not be bound to see to the application thereof by the parent or guardian.

TERMINATION DATE

5.	Notwithstanding any other provision of this Deed:

Termination Notice

5.1.

at any time after the acquisition by the Trustees of the Trust Shares the Beneficiary may give notice to the Trustees stating the intention of the Beneficiary to terminate the provisions of this Deed; and

Consequences of Termination Notice

5.2.

forthwith upon the receipt by the Trustees of a notice given thereto by the Beneficiary under and pursuant to Sub-clause 5.1:

5.2.1.

all powers and trusts created hereunder shall forthwith cease and determine;

5.2.2.

the Trustees shall transfer:

5.2.2.1.

the Trust Shares; and

5.2.2.2.

all Accumulations of Net Income made pursuant to Sub-clause 4.2.1 or 4.2.3.2

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to the Beneficiary free from all Encumbrances; and

5.2.3.

(subject thereto) – the Trustees shall pay or otherwise discharge all trusts of Net Income in favour of the Eligible Beneficiaries entitled thereto

in full satisfaction and discharge of the beneficial interest hereunder;

COSTS

6.	All costs of the Trustees of and incidental to the preparation and execution of this Deed Poll and all stamp duty (if any) hereon shall be borne by the Trustees.

IN WITNESS this Deed Poll has been executed on the date first written.

SIGNED by TROPICAL RAIN

NOMINEES PTY. LTD. (A.C.N. 090 822

683) by two its directors in the presence of:

Director

TRUST DEED

TROPICAL RAIN NOMINEES PTY. LTD.

(A.C.N. 090 822 683)

(“the Trustees”)

EX-1.(B) 3 dex1b.htm DEED OF ACKNOWLEDGMENT DATED MARCH 6, 2008 Deed of Acknowledgment dated March 6, 2008

Exhibit 1(b)

THIS DEED OF ACKNOWLEDGEMENT is made the 6th day of March 2008


BETWEEN:		TROPICAL RAIN NOMINEES PTY. LTD. (ACN 090 822 683) of C/- Collotype Labels 381 South Road Mile End South SA 5031 (“the Trustee”);

AND:		NIGEL ANDREW VINECOMBE of Lot 104 Swamp Road Oakbank in South Australia 5243 (“the Beneficiary”).

RECITALS

A.	On the date hereof:

(i)

the Trustee is the duly constituted trustee of the declaration of trust made on 4^th February 2000 (“the Trust Deed”) by the Trustee and known by its constituent instrument as “THE VINECOMBE ABSOLUTELY ENTITLED TRUST” (“the Trust”); and

(ii)

the Beneficiary is the sole named beneficiary of the Trust.

B.	Pursuant to Clause 3 the Trust Deed, the Trustee holds and stands possessed of its entire right title and interest in the Corpus (hereinafter defined) of the Trust for the Beneficiary beneficially and absolutely.

C.	The Trustee desires to acknowledge and the Beneficiary desires to confirm that:

(i)

the Trustee does not have an unfettered power to deal with the Corpus of the Trust;

(ii)

the Beneficiary is the person with the ultimate decision making power in relation to the Corpus of the Trust; and

(iii)

any active step the Trustee is required to take in respect of the Corpus of the Trust can only be carried out in accordance with a direction given by the Beneficiary to the Trustee.

NOW THIS DEED WITNESSES as follows:

ACCURACY OF RECITALS

1.	The above Recitals are true and correct in every material particular and are deemed to form part of this Deed BUT any fact or matter referred to in those Recitals that is inconsistent with any term or provision hereafter appearing shall be read as subject to that term or provision.

INTERPRETATION

2.	In this Deed the following expressions have the meanings assigned to them respectively unless those meanings are repugnant to the context or subject matter:

2.1.

“the Beneficiary” means the said NIGEL ANDREW VINECOMBE; and the expression extends to and includes his successors and permitted assigns;

2.2.

“Corpus” means the MCC Securities and all other property comprising the corpus of the Trust held by the Trustee impressed with the trusts and powers provided in the Trust Deed including any additions, changes and accretions thereto; and the expression extends to and includes any part or parts thereof;

2.3.

“MCC Securities” means all right title and interest in any common stock issued to the Trustee in its capacity as Trustee of the Trust in MULTI-COLOR CORPORATION, a company incorporated in the state of Ohio in the United States of America, (registered company number 652876);

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2.4.

“Person” includes:

2.4.1.

a partnership or firm;

2.4.2.

a corporation;

2.4.3.

any individual; and

2.4.4.

any of the foregoing acting in the capacity as trustee of a trust estate or settlement

as the case may be;

2.5.

“the State” means the State of South Australia;

2.6.

“the Trust” means the declaration of trust made on 4^th February 2000 and known by its constituent instrument as “THE VINECOMBE ABSOLUTELY ENTITLED TRUST”; and the expression extends to and includes all variations and resettlements thereof from time to time;

2.7.

“the Trust Deed” means the constituent instrument relating to the Trust more particularly referred to in Recital A(i); and the expression extends to and includes all alterations variations modifications and additions made thereto from time to time in accordance with the provisions thereof;

2.8.

“the Trustee” means TROPICAL RAIN NOMINEES PTY. LTD. (ACN 090 822 683) in its capacity as trustee of the Trust; and the expression extends to and includes its administrators successors and permitted assigns in that capacity; and

2.9.

in this Deed:

2.9.1.

words in the singular include the plural and words in the plural include the singular and words of one gender denote the gender appropriate to the context or subject matter;

2.9.2.

the headings and sub-headings are for convenience and reference purposes only and are not intended to affect the interpretation of this Deed;

2.9.3.

the provisions of any Clause or Sub-clause that contains a subordinate Sub-clause shall be read distributively to that subordinate Sub-clause and that subordinate Sub-clause shall be construed accordingly;

2.9.4.

each provision hereof shall be construed and shall take effect according to the laws of the State and the respective rights liabilities and obligations of the parties shall be governed by the laws of the State; and

2.9.5.

each term and provision shall be construed and shall take effect independently of each other term and provision and no term or provision found by a court of competent jurisdiction to be void or voidable or unenforceable shall affect the validity or enforceability of any other term or provision.

TRUSTEE ACKNOWLEDGMENT

3.	The Trustee HEREBY ACKNOWLEDGES that:

3.1.

the exercise of:

3.1.1.

any right attaching to the Corpus of the Trust;

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3.1.2.

any power of the Trustee under and pursuant to the Trust Deed in relation to the Corpus of the Trust

will be exercised only in accordance with a direction request or statement concerning the Corpus given to the Trustee by the Beneficiary; and

3.2.

the limitation on the power of the Trustee expressed in Sub-clause 3.1 extends to all rights (if any) attaching to or in respect of the Corpus of the Trust including (without limitation) the right to:

3.2.1.

apply and invest;

3.2.2.

vote and exercise other rights and privileges;

3.2.3.

alienate, dispose or gift;

3.2.4.

vary or transpose;

3.2.5.

partition or sub-divide;

3.2.6.

secure borrowings or other undertakings;

3.2.7.

declare further trusts; and

3.2.8.

distribute

the Corpus.

BENEFICIARY CONFIRMATION

4.	The Beneficiary HEREBY CONFIRMS that the Trustee’s exercise of:

4.1.

any right attaching to the Corpus of the Trust; and

4.2.

any power of the trustee under and pursuant to the Trust Deed in relation to the Corpus of the Trust

is only exercisable by the Trustee in accordance with a direction request or statement concerning the Corpus given by the Beneficiary to the Trustee.

SAVINGS

5.	Nothing contained in this Deed should be deemed to effect acknowledge evidence or record:

5.1.

a transfer of property to the Trustee or to a Person who takes as trustee;

5.2.

an instrument of settlement or declaration of trust;

5.3.

the creation of an interest in property subject to a trust;

5.4.

a conveyance of real property or of any estate or interest in real property or an instrument by which real property is conveyed;

5.5.

a transfer of the beneficial interest or a potential beneficial interest in property subject to a trust and in relation to property subject to a discretionary trust whether or not any consideration is given for that transaction;

5.6.

the surrender or renunciation of an interest in property subject to a trust; or

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5.7.

the redemption, cancellation or extinguishment of an interest in property subject to a trust

within the meaning of Sub-section 71(3)(a) of the Stamp Duties Act 1923 (SA) whether or not any consideration is given for the transaction.

COSTS

6.	All costs of and incidental to the giving of instructions for and the preparation execution and stamping of this Deed shall be borne by the Trustee in its capacity as trustee of the Trust.

IN WITNESS this Deed has been executed as a deed on the date first written.

EXECUTED by TROPICAL RAIN NOMINEES PTY. LTD. (ACN 090 822 683):

*Director / *Sole Director and Sole Secretary

(*delete inapplicable)

Print name of *Director / *Sole Director and Sole

Secretary (*delete inapplicable)

*Director/*Secretary (*delete inapplicable)

Print name of *Director/*Secretary

(*delete inapplicable)

SIGNED SEALED AND DELIVERED by the said NIGEL ANDREW VINECOMBE

in the presence of:

Witness

Name of Witness

DEED OF ACKNOWLEDGMENT

for

“THE VINECOMBE ABSOLUTELY ENTITLED TRUST”

BETWEEN

TROPICAL RAIN NOMINEES PTY. LTD.

(ACN 090 822 683)

(“the Trustee”)

AND

NIGEL ANDREW VINECOMBE

(“the Beneficiary”)

EX-2 4 dex2.htm FORM OF SHAREHOLDER AGREEMENT EXECUTED BY TROPICAL RAIN, ON BEHALF OF THE TRUST Form of Shareholder Agreement executed by Tropical Rain, on behalf of the Trust

Exhibit 2

SHAREHOLDER AGREEMENT

(Non-US Resident)

This SHAREHOLDER AGREEMENT (“Agreement”) is made as of February 29, 2008, by and between Multi-Color Corporation, an Ohio corporation (“Multi-Color”), and each of the Persons named on Schedule 1 (“Shareholders”).

BACKGROUND

Multi-Color (and/or one or more of its affiliates) has entered into a Share Sale and Purchase Deed with certain parties (the “Purchase Agreement”), whereby the Vendors (as defined below) have agreed to sell, and Multi-Color has agreed to directly and indirectly acquire, Collotype International Holdings Pty Ltd ACN 007 628 015 (“Collotype”), and certain other entities, and Multi-Color is issuing shares of unregistered Multi-Color common stock (the “Common Stock”) as consideration under the Purchase Agreement, the Call Option Deeds (as defined below), and certain other documents, instruments, and agreements (the “Transactions”).

B.	Each Shareholder is being issued Common Stock in connection with the Transactions.

The Common Stock to be received by the Shareholders (none of whom are residents of the United States), is being issued by Multi-Color in reliance upon exemptions from registration under the United States Securities Act of 1933, as amended (“Securities Act”), including but not limited to exemptions under Regulation S and Section 4(2) of the Securities Act (“Exemptions”).

As a condition precedent to Completion (as defined below) of the Transactions, in order to ensure compliance with the Exemptions, and in consideration of the mutual covenants and agreements hereinafter set forth and for valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby pledge, covenant and agree as follows:

AGREED TERMS

1. Definitions. In this document:

“Call Option Deeds” means the Call Option Deeds referred to in the Purchase Agreement.

“Completion” has the meaning set forth in the Purchase Agreement.

“Completion Date” has the meaning set forth in the Purchase Agreement.

“Governmental Authority” means, collectively, any: (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal or other governmental organization or body; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any

court or other tribunal); or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory or taxing authority of any nature.

“Person” means any individual, firm, partnership, corporation, bank, association, limited liability company, business trust or other entity or group of any of the foregoing acting in concert.

Pledged Property Escrow Agreement” has the meaning set forth in the Purchase Agreement.

“Restriction Period” means the period commencing on the date of this Agreement and ending on the first annual anniversary of Completion.

2. Restrictions on Transfer or Encumbrance of Common Stock. During the Restriction Period, no Shareholder may transfer, sell, assign, convey, encumber, or otherwise dispose of, or enter into any contract (in relation to Transfers of the Common Stock during the Restriction Period), option or other arrangement or understanding with respect to the direct or indirect transfer, sale, assignment, conveyance, encumbrance or other disposition of any of the Common Stock (including any securities issued with respect to the Common Stock in the form of a stock dividend, stock split, recapitalization or other similar event) (“Transfer”); provided, however, that, notwithstanding the foregoing: (i) the Shareholders are permitted to Transfer shares of Common Stock to Birmingham Street Printers Pty Ltd. as contemplated by the Completion Shares Allocation Certificate, but only to the extent that such Transfers take place on the Completion Date in accordance with the Purchase Agreement; (ii) to the extent contemplated by the Pledged Property Escrow Agreement in effect from time to time, the Vendors are permitted to Transfer shares of Common Stock to the Escrow Agent in accordance with the Purchase Agreement and such Pledged Property Escrow Agreement; and (iii) the Escrow Agent is permitted to Transfer shares of Common Stock in accordance with the terms of the Pledged Property Escrow Agreement, in each case, without violating this Section 2. After the expiration of the Restriction Period, no Shareholder shall Transfer any Common Stock except in accordance with Rule 144 under the Securities Act, including the volume limitations specified in Rule 144, or other applicable exemption from registration under the Securities Act. Each Shareholder acknowledges that the restrictions contained in this Agreement are subject to, and in addition to, all applicable restrictions and limitations specified in any and all written agreements executed by such Shareholder, including, without limitation, the Pledged Property Escrow Agreement. The terms and conditions of the Pledged Property Escrow Agreement are incorporated by reference and made an integral part of this Agreement as if fully set forth herein.

3. Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants to Multi-Color (with respect to such Shareholder but not with respect to any other Shareholder) that:

3.1 Authorization; Capacity. The Shareholder has the legal capacity to enter into this Agreement. This Agreement constitutes the Shareholder’s valid and binding Agreement.

3.2 Not a U.S. Person. The Shareholder hereby certifies that he, she, or it is not: (i) a “U.S. Person”, as defined in Rule 902(k) of Regulation S promulgated under the

Securities Act; (ii) acquiring the Common Stock for the account or benefit of any U.S. Person; and (iii) a U.S. Person who purchased the Common Stock in a transaction that did not require registration under the Securities Act.

3.3 Information Received. The Shareholder has been furnished and has reviewed Multi-Color’s: (i) Annual Report on Form 10-K for the fiscal year ended March 31, 2007; (ii) definitive proxy statement for its annual meeting of shareholders held August 16, 2007; and (iii) all quarterly and periodic reports filed with the U.S. Securities and Exchange Commission since March 31, 2007. The Shareholder has been furnished all materials relating to Multi-Color and the Common Stock which the Shareholder has requested. The Shareholder has been afforded the opportunity to ask questions of Multi-Color’s management concerning Multi-Color and the Common Stock, and to obtain any additional information necessary to verify the accuracy of any representations or information provided by Multi-Color. The Shareholder desires no further information relating to Multi-Color or the Common Stock.

3.4 Risks of Investment. The Shareholder understands and acknowledges that:

(a) No Governmental Authority has passed on the merits of investing in the Common Stock;

(b) The Shareholder has reviewed and understands the risks of owning the Common Stock;

(c) The Shareholder has either consulted or has had the opportunity to consult with the Shareholder’s personal, business, legal and financial advisors with respect to ownership of the Common Stock; and

(d) The Shareholder has sufficient knowledge and experience to evaluate the risks of investment in the Common Stock and is able to bear the economic risk of investment in the Common Stock.

3.5 Non-Transferability of the Common Stock; No Registration. The Shareholder understands that the Common Stock which the Shareholder is receiving has not been registered under the Securities Act, or under the laws of any other jurisdiction, and that the Common Stock is being issued to the Shareholder in an offshore transaction outside the United States in accordance with a safe harbor from registration requirements under the Securities Act provided by Regulation S and the exemption provided by Section 4(2) of the Securities Act. As such, the Shareholder further acknowledges and agrees that the Common Stock, upon issuance, will be “restricted securities” within the meaning of the Securities Act. The Shareholder understands that the Common Stock may not, subject to the exclusions set out in clauses (i), (ii), and (iii) of Section 2, be offered (for Transfer during the Restricted Period) or otherwise, during the Restricted Period, sold, transferred, pledged or otherwise disposed in the U.S. or, directly or indirectly, to any U.S. Person, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with applicable state and federal securities laws, unless it is

subsequently registered under the Securities Act, and where required under the laws of other jurisdictions or unless an exemption from registration is available. The Shareholder agrees not to engage in hedging transactions with regard to the Common Stock unless in compliance with the Securities Act. The Shareholder further understands that the Transfer of the Common Stock is restricted pursuant to Section 2 hereof. The Shareholder acknowledges and agrees that Multi-Color has not undertaken, and will have no obligation to register any shares of Common Stock under the Securities Act.

3.6 Investment Intent. The Shareholder is acquiring the Common Stock solely for the Shareholder’s own account, solely for investment and not with a view to or for resale, distribution or other disposition. The Shareholder has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution or other disposition, except as specifically provided in the Purchase Agreement.

4. Legend. The Shareholders acknowledge that Multi-Color shall cause its transfer agent to note on its records (in whatever form maintained) that such Common Stock is subject to certain restrictions on transfer, and all certificates representing the Common Stock will bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS CONTAINED IN VARIOUS AGREEMENTS (INCLUDING SHAREHOLDERS AGREEMENTS AND, IF APPLICABLE, A PLEDGED PROPERTY ESCROW AGREEMENT) BY AND AMONG MULTI-COLOR CORPORATION, CERTAIN SHAREHOLDERS, AND CERTAIN OTHER PARTIES, AND THESE SHARES MAY BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE THEREWITH. COPIES OF THE ABOVE-REFERENCED AGREEMENTS ARE ON FILE AT THE OFFICES OF MULTI-COLOR CORPORATION. FURTHERMORE, TRANSFER OF THE SHARES REPRESENTED HEREBY IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “

5. Multi-Color Restrictions. Multi-Color is hereby required to refuse to effectuate or register any transfer of the Common Stock not made in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes) promulgated under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; provided, however, that if the Common Stock is in bearer form or foreign law prevents Multi-Color from refusing to register securities transfers, other reasonable procedures may be implemented to prevent any transfer of the Common Stock not made in accordance with the provisions of Regulation S promulgated under the Securities Act. Multi-Color may also refuse to transfer shares of Common Stock unless the transfer of Common Stock would be consistent with the provisions of this Agreement.

6. Indemnification. Each Shareholder agree to indemnify and hold harmless Multi-Color, and where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of such Shareholder contained herein or in any document furnished by such Shareholder to Multi-Color in connection herewith being untrue in any material respect or any breach or failure by such Shareholder to comply with any covenant or agreement made by such Shareholder to Multi-Color in this Agreement.

7. Miscellaneous.

7.1 Amendments. This Agreement may be amended, rescinded, modified or superseded only by a written instrument signed by the parties to this Agreement.

7.2 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without regard to the principles of conflicts of law thereof.

7.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.4 Entire Agreement. This Agreement, the Purchase Agreement (including any agreements executed pursuant to the Purchase Agreement), and the Pledged Property Escrow Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects of this Agreement.

7.5 Specific Performance. Subject to the provisions of Section 6 of this Agreement, each party hereto acknowledges that the remedies at law of the other party for a breach or threatened breach of this Agreement would be inadequate, and in recognition of this fact, either party to this Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

7.6 Severability. If any term, provision or covenant of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

7.7 Further Assurances. Multi-Color and the parties hereto will execute and deliver, or cause to be executed and delivered, all such further documents and instruments and use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be

done, all things reasonably necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

7.8 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


MULTI-COLOR:

MULTI-COLOR CORPORATION

By:
Name:
Title:

SHAREHOLDERS:

[INSERT SIGNATURE LINES FOR EACH SHAREHOLDER

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