AGREEMENT TO PROVIDE ADDITIONAL COLLATERAL
Exhibit 10.23
This
Agreement is made as of June 28,
2007, by and between ▇▇▇▇ ▇. ▇▇▇▇ ("Jain"), Photonics International, Inc.,
an
entity wholly owned by Jain ("Buyer"), APA Optronics (India) Private Limited,
and APA Enterprises, Inc. ("APA").
Background
1. Photonics
International, Inc. ("Buyer"), an entity wholly owned by Jain has entered into
a
Stock Purchase Agreement with APA for purchase from APA of all of APA's interest
in APA Optronics (India) Private Limited.
2. Buyer's
payment obligations under the Stock Purchase Agreement are evidenced by a
Promissory Note dated June 28, 2007 (the "Note").
3. The
Note is secured by the following agreements:
Guaranty
by Jain
Stock
Pledge Agreement from Jain (as grantor and co-trustee under
Revocable
Trust dated 12/19/89)
Separation
Payments Agreement Pledge from Jain
Agreements
1. Jain,
Buyer, and APA Optronics (India) Private Limited hereby agree that if the value
of the APA stock pledged under the Stock Pledge Agreement listed in Background
Item 3 is less than $1/share for more than five trading days in any 30 day
period, each of them will pledge additional collateral, acceptable in form
and
amount acceptable to APA in its sole discretion, to secure the obligations
of
Buyer to APA under the Stock Purchase Agreement and Note and to secure the
obligations of Jain under his Guaranty.
2. Jain,
Buyer, and APA Optronics (India) Private Limited agree that failure to provide
such additional collateral within five business days after demand by APA shall
constitute a default under the Note, the Guaranty from Jain, and the Stock
Pledge Agreement and Separation Payments Pledge Agreement. This
Agreement is deemed by the parties to be a part of the Note, the Guaranty,
the
Stock Pledge Agreement, and the Separation Payments Pledge
Agreement.
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/s/
▇▇▇▇ ▇. ▇▇▇▇
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APA
OPTRONICS (INDIA) PRIVATE LIMITED
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▇▇▇▇
▇. ▇▇▇▇, PhD
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇
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Its:
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President
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PHOTONICS
INTERNATIONAL, INC.
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇
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Its:
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Chairman
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Its:
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President
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