Exhibit 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of
____________, 1999, is made and entered into by and among Litronic Inc., a
Delaware corporation ("Company") and Xxxx Xxxx and Xxxxxxxxx X. Xxxx, as
Trustees of the Xxxx Xxxx and Xxxxxxxxx X. Xxxx Living Trust October 9, 1997,
Xxxxxx X. Xxxx and Xxxxxxxx X. Xxxx, as Trustees of the Xxxxxx X. Xxxx and
Xxxxxxxx X. Xxxx Living Trust dated March 22, 1982 as amended on October 14,
1997, Xxxxx X. Xxxx and Xxxxx X. Xxxx, as Trustees of the Shah Living Trust
dated November 14, 1995, Xxxx Xxxx as Trustee of the Xxxxx Xxxx Trust dated
October 16, 1997, Xxxx Xxxx, as Trustee of the Xxxxxxx X. Xxxx Trust dated
October 9, 0000, Xxxxxxx X. Xxxxx, Xx. and Xxxxxxx X. Xxxxx (collectively,
"Holders").
RECITALS
A. Holders are the holders of an aggregate of 6,040,631 shares
("Shares") of the Company's common stock, $.01 par value per share ("Common
Stock") as set forth on Exhibit A hereto.
B. Holders acquired their Shares pursuant to a Reorganization
Agreement and a Stock Acquisition Agreement, each dated as of February 9, 1999
(the "Acquisition Agreements").
C. Pursuant to the Acquisition Agreements, the Company is obligated
to provide Holders with registration rights with respect to the Shares owned by
Holders upon the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and conditions hereinafter set forth, the parties hereto hereby agree
as follows:
1. Definitions.
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1.1 "Common Stock" means the Common Stock, $.01 par value per share,
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of the Company.
1.2 "Exchange Act" means the Securities Exchange Act of 1934, as
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amended.
1.3 "Registration Expenses" has the meaning set forth in Section 3.
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1.4 "Registrable Securities" means (i) the Shares and (ii) any
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securities issued or issuable with respect to the Shares by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consideration or other reorganization. As to any
particular Registrable Securities, once issued, such shares shall cease to be
Registrable Securities when (a) such shares have been registered under the
Securities Act, the registration statement with
respect to the sale of such shares has become effective under the Securities Act
and such shares have been disposed of pursuant to such effective registration
statement, (b) such shares have been distributed pursuant to Rule 144 (or any
similar provision relating to the disposition of securities then in force) under
the Securities Act, (c) such shares have been otherwise transferred, new
certificates or other evidences of ownership for them not bearing a legend
restricting further transfer and not subject to any stop-transfer order or other
restrictions on transfer shall have been delivered by the Company and subsequent
disposition of such shares shall not require registration or qualification of
such shares under the Securities Act or any state securities laws then in force,
(d) such shares cease to be outstanding or (e) such shares could be freely
transferred pursuant to Rule 144(k).
1.5 "SEC" means the Securities and Exchange Commission.
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1.6 "Securities Act" means the Securities Act of 1933, as amended.
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1.7 "Shares" has the meaning set forth in the recitals to this
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Agreement.
2. Incidental Registration.
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2.1 Registration Rights. If (i) any Holder ("Registering Holder(s)")
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is granted the right, pursuant to contract, as a matter of courtesy or
otherwise, to have any of his, her or its Common Stock or securities convertible
into or exchangeable for Common Stock registered under the Securities Act (other
than a registration on Form S-4 or Form S-8, or any successor or similar forms
or a registration in connection with any merger of the Company with and into a
company subject to the reporting requirements of the Exchange Act) or (ii) the
Company at any time after the expiration of applicable "lock-up" periods agreed
to by Holders in connection with the Company's initial public offering of
securities proposes to register any securities under the Securities Act (other
than a registration on Form S-4 or Form S-8, or any successor or similar forms
or a registration in connection with any merger of the Company with and into a
company subject to the reporting requirements of the Exchange Act) with respect
to an underwritten offering in a manner which would permit registration of the
Registrable Securities for sale to the public under the Securities Act, the
Registering Holder(s) or the Company, as the case may be, shall (a) give written
notice of the proposed filing to the Holders of Registrable Securities as soon
as practicable but in no even less than 30 days before the anticipated filing
date, which notice shall describe the number of shares to be included in the
offering, the intended method of distribution and the name of the managing
underwriter or underwriters of the offering, if any; and (b) offer in such
notice the opportunity, subject to Section 2.2, to register such number of
shares of Registrable Securities as each Holder may request in writing within 15
days following receipt of such notice. Subject to Section 2.2, the Registering
Holder(s) or the Company, as the case may be, will use their or its best efforts
to effect the registration under the Securities Act of the Registrable
Securities which the Registering Holders or the Company has been so requested to
register by Holders, to the extent requisite to permit the disposition (in
accordance with such intended methods thereof) of the Registrable Securities so
to be registered; provided, that Holders must offer and sell the Registrable
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Securities in a manner as contemplated in the registration statement and as
reasonably determined by the Registering Holder(s) or the Company and the
underwriters selected by the Registering Holder(s) or the Company, if any.
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2.2 Priority in Incidental Registration. If the managing underwriter,
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if any, advises the Registering Holder(s) or the Company in writing that, in its
opinion, the number of securities which the Company, Holders and any other
persons intend to include in such registration exceeds the number which would
have an adverse effect on such offering, including the price at which such
securities can be sold, the Registering Holder(s) or the Company will include in
such registration (i) first, all the securities the Company proposes to sell for
its own account, (ii) second, securities, if any, to be included therein
pursuant to demand registration requests and (iii) third, a number of such
securities equal to the number, in the opinion of such underwriters, which can
be sold without having the adverse effect referred to above, such amount to be
allocated pro rata among Holders and other persons having similar registration
rights on the basis of the relative number of securities Holders and other
persons have requested to be included in such registration.
3. Registration Expenses. The Company will pay all Registration Expenses
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in connection with each registration of Registrable Securities requested
pursuant to this Agreement. As used in this Agreement, "Registration Expenses"
shall mean all expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all SEC, stock exchange,
National Association of Securities Dealers, Inc. or Nasdaq registration and
filing fees and expenses, fees and expenses of compliance with securities or
blue sky laws (including, without limitation, reasonable fees and disbursements
of counsel for the Company in connection with blue sky qualification of the
Registrable Securities), rating agency fees, printing expenses, messenger and
delivery expenses, fees and disbursements of counsel for the Company and all
independent certified public accountants (including the expenses of any annual
audit, special audit or "cold comfort" letters required by or incident to such
performance and compliance), securities acts liability insurance (if the Company
so desires), the reasonable fees and expenses of any special experts retained by
the Company in connection with such registration, and fees and expenses of other
persons retained by the Company. Notwithstanding the foregoing, all fees and
disbursements of accountants and other experts engaged by Holders and all other
costs and expenses of Holders shall be borne by Holders. The Company shall have
no obligation to pay any underwriting fees, discounts or selling commissions
attributable to the Registrable Securities being sold by Holders, which expenses
shall be borne by the selling Holders.
4. Registration Procedure.
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4.1 Company Obligations. In effecting the registration of the
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Registrable Securities as provided in this Agreement, the Company shall, at its
sole expense:
(a) Prepare and file with the SEC a registration statement with
respect to the Registrable Securities and use its best efforts to cause such
registration statement to become effective; provided, however, that before
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filing with the SEC a registration statement or prospectus or any amendments or
supplements thereto, the Company will (i) furnish to one counsel selected by
Holders copies of all such documents proposed to be filed, which documents will
be subject to the review of such counsel, and (ii) notify Holders of any stop
order issued or threatened by the SEC and take all reasonable actions required
to prevent the entry of such stop order or to remove it if entered;
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(b) Furnish to Holders copies of the registration statement, each
amendment and supplement thereto (in each case including all exhibits thereto),
the prospectus included in such registration statement (including each
preliminary prospectus) in conformity with the requirements of the Securities
Act and such other documents as Holders may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them;
(c) Use its best efforts to register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
shall be reasonably requested by Holders and do any and all other acts and
things which may be reasonably necessary or advisable to enable Holders to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by Holders; provided, that the Company shall not be required in connection
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therewith or as a condition thereto to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this paragraph (c), (ii) subject itself to taxation in any such jurisdiction, or
(iii) file a general consent to service of process in any such jurisdiction;
(d) Use its best efforts to cause the Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable Holders to consummate the
disposition of such Registrable Securities;
(e) Immediately notify Holders at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and the Company will promptly prepare and furnish to
Holders a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading;
(f) Enter into such customary agreements and take all such other
actions as Holders reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities, including customary indemnification;
(g) Make available for inspection by Holders and any attorney,
accountant or other agent retained by Holders (collectively, the "Inspectors"),
all financial and other records, pertinent corporate documents and properties of
the Company as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such Inspector
in connection with such registration statement; and
(h) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC.
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4.2 Holder's Obligations. In connection with the registration of
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Registrable Securities as provided in this Agreement, Holders' shall:
(a) Provide (in writing and signed by Holders and stated to be
specifically for use in the related registration statement, preliminary
prospectus, prospectus or other document incident thereto) all such information
and materials and take all such action as may be required in order to permit the
Company to comply with all applicable requirements of the SEC and any applicable
state securities laws and to obtain any desired acceleration of the effective
date of any registration statement prepared and filed by the Company pursuant to
this Agreement.
(b) If requested by the Company or the managing underwriter or
underwriters in connection with any proposed registration and distribution
pursuant to the Agreement, (i) agree to sell the Registrable Securities on the
basis provided in any underwritings agreements entered into in connection
therewith and (ii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents customary in similar
offerings.
(c) Execute and deliver to the Company such written undertakings as
the Company and its counsel may reasonably required in order to assume full
compliance with the relevant provisions of the Securities Act.
5. Indemnification.
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5.1 Indemnification by the Company. In connection with the
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registration of the Registrable Securities under the Securities Act pursuant to
this Agreement, the Company will, and it hereby does, indemnify and hold
harmless, to the full extent permitted by law, each Holder, each other person
who participates as an underwriter in the offering or sale of such securities
and each other person, if any, who controls such Holder or any such underwriter
within the meaning of the Securities Act, against any and all losses, claims,
damages or liabilities, joint or several, and expenses (including any amounts
paid in any settlement effected with the Company's prior written consent) to
which such Holder or any such underwriter or controlling person may become
subject under the Securities Act, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) or expenses arising out of or are based upon (i) any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities Act,
any preliminary, final or summary prospectus contained therein, or any amendment
or supplement thereto, or (ii) any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse such Holder
and each such underwriter and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending such loss, claim, liability, action or proceedings; provided, that the
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Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expenses arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information furnished
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to the Company through an instrument duly executed by such Holder or underwriter
or controlling person specifically stating that it is for use in the preparation
thereof; and provided, further, that the Company will not be liable to such
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Holder or any person who participates as an underwriter in the offering or sale
of Registrable Securities or any other person, if any, who controls such
underwriter within the meaning of the Securities Act, under the indemnity
agreement in this Section 5.1 with respect to any preliminary prospectus as then
amended or supplemented as the case may be, to the extent that any such loss,
claim, damage or liability of such Holder, underwriter or controlling person
results from the fact that such Holder or underwriter or controlling person sold
Registrable Securities to a person to whom there was not sent, given or
delivered, at or prior to the written confirmation of such sale, a copy of the
final prospectus (including any documents incorporated by reference therein),
whichever is most recent, if the Company has previously furnished copies thereof
to such Holder or underwriter or controlling person and such final prospectus,
as then amended or supplemented, has corrected any such misstatement or
omission. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Holder or any underwriter or
controlling person and shall survive the transfer of such securities by such
Holder.
5.2 Indemnification by Holders. The Company may require, as a
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condition to including the Registrable Securities in any registration statement
filed in accordance with this Agreement with respect to a Holder, that the
Company shall have received an undertaking reasonably satisfactory to it from
such Holder or any underwriter, to indemnify and hold harmless (in the same
manner and to the same extent as set forth in Section 5.1) the Company and its
controlling persons and all other prospective sellers and their respective
controlling persons with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary,
final or summary prospectus contained therein, or any amendment or supplement,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company through an instruction duly executed by such Holder or underwriter
specifically stating that it is for use in the preparation of such registration
statement, preliminary, final or summary prospectus or amendment or supplement,
or a document incorporated by reference into any of the foregoing. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or such Holder and shall survive the
transfer of such securities by such Holder; provided, however, that such Holder
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shall not be liable to the Company under this Section 5.2 for any amounts
exceeding the product of the purchase price per Registrable Security and the
number of Registrable Securities being sold pursuant to such registration
statement or prospectus by such Holder.
5.3 Notices of Claims, Etc. Promptly after receipt by an indemnified
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party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, promptly give written
notice to the latter of the commencement of such action; provided, that the
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failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subsections of this Section 5, except to the extent that the indemnifying party
is actually materially prejudiced by such failure to give notice. In case any
such action is brought against an indemnified party, unless in such indemnified
party's reasonable judgement a conflict of
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interest between such indemnified and indemnifying parties may exist in respect
of such claim, the indemnifying party will be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of the indemnifying party's election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof, unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties arises
in respect of such claim after the assumption of the defense thereof, and the
indemnifying party will not be subject to any liability for any settlement made
without its consent (which consent shall not be unreasonably withheld). No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of such additional counsel or counsels.
5.4 Other Indemnification. Indemnification similar to that specified
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in the preceding Sections 5.1, 5.2 and 5.3 (with appropriate modifications)
shall be given by the Company and Holders with respect to any required
registration or other qualification of securities under any federal or state law
or regulation of governmental authority other than the Securities Act.
6. Rule 144. The Company shall file in a timely manner all reports
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required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder, and it will take such
further action as a Holder may reasonably request, all to the extent required
from time to time to enable Holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC relating to the disposition of securities. Upon the request of a Holder,
the Company will deliver to such Holder a written statement as to whether the
Company has complied with such requirements. In addition, the Company hereby
agrees that for a period of three months following the date on which a
registration statement filed pursuant to this Agreement shall have become
effective, the Company shall not deregister such securities under Section 12 of
the Exchange Act (even if then permitted to do so pursuant to the Exchange Act
and the rules and regulations promulgated thereunder).
7. Right to Join in Sale.
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(a) Anything in this Agreement to the contrary notwithstanding, if any
Holder or group of Holders (collectively, "Disposing Holder") proposes, other
than transfers to a Permitted Transferee (as defined in paragraph (d) below), to
sell, dispose of or otherwise transfer any of their
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shares of Common Stock or securities convertible into or exchangeable for Common
Stock (collectively, "Stock") in a private transaction, such person or group
shall refrain from effecting such transaction unless, prior to the consummation
thereof, the other Holders shall have been afforded the opportunity to join in
such sale on a pro rata basis, as hereinafter provided.
(b) Prior to consummation of any proposed sale, disposition or
transfer of any Stock described in paragraph (a) above, the Disposing Holder
shall cause the person or group that proposes to acquire such Stock (the
"Proposed Purchaser") to offer (the "Purchase Offer") in writing to the other
Holders to purchase the shares of Stock owned by them (regardless of whether the
shares of Stock to be purchased in the Purchase Offer are the same class as the
shares of Stock owned by the other Holders), such that the number of shares of
Stock so offered to be purchased from the other Holders shall be equal to the
product obtained by multiplying the total number of shares of Stock then owned
by the other Holders by a fraction, the numerator of which is the aggregate
number of shares of Stock proposed to be purchased by the Proposed Purchaser
from all persons (including the Disposing Holder) and the denominator of which
is the aggregate number of shares of Stock then owned by all of such persons, in
all cases considering any securities convertible into or exchangeable for shares
of Common Stock (collectively, "Convertible Securities") on an as if converted
basis. Such purchase shall be made at the highest price per share and on such
other terms and conditions as the Proposed Purchaser has offered to purchase
shares of Stock to be sold by the Disposing Holder, in all cases considering any
Convertible Securities on an as if converted basis. The other Holders shall have
20 calendar days from the date of their receipt of the Purchase Offer in which
to accept the Purchase Offer, and the closing of such purchase shall occur
within 30 calendar days after such acceptance or at such other time as the other
Holders, the Disposing Holder and the Proposed Purchaser may agree. The number
of shares of Stock to be sold to the Proposed Purchaser by the Disposing Holder
shall be reduced by the aggregate number of shares of Stock purchased by the
Proposed Purchaser from the other Holders pursuant to the acceptance by them of
the Purchase Offer in accordance with the provisions of this Section 7,
considering any Convertible Securities on an as if converted basis.
(c) If a sale or other transfer subject to this Section 7 is to be
made to a Proposed Purchaser who is not a Holder, the Disposing Holder shall
notify the Proposed Purchaser that the sale or other transfer is subject to this
Section 7 and shall ensure that no sale or other transfer is consummated without
the Proposed Purchaser first complying with this Section 7. It shall be the
responsibility of each Disposing Holder to determine whether any transaction to
which it is a party is subject to this Section 7.
(d) For purposes of this Section 7, a Permitted Transferee shall mean
any Holder, any member of a Holder's immediate family or any trust established
for the benefit of a Holder or a Holder's immediate family, provided that the
Permitted Transferee must agree to be bound by the provisions of this Agreement.
8. No Inconsistent Agreements. The Company and the Holders will not
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hereafter enter into any agreement with respect to any of its securities which
is inconsistent with the rights granted to Holders in this Agreement.
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9. Remedies. The Company acknowledges and agrees that in the event of any
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breach of this Agreement by it, Holders would be irreparably harmed and could
not be made whole by monetary damages. The Company accordingly agrees to waive
the defense in any action for specific performance that a remedy at law would be
adequate and that a Holder, in addition to any other remedy to which he, she or
it may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in any action instituted in any court of the
United States or any state thereof having subject matter jurisdiction for such
action.
10. Sale Without Registration. At the time of any transfer of any
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Registrable Securities which is not registered under the Securities Act, the
Company may require, as a condition of allowing such transfer, that the Holder
or the transferee furnish to the Company: (a) such information as is reasonably
necessary in order to establish that such transfer may be made without
registration under the Securities Act; and (b) at the expense of such Holder or
the transferee, an opinion of counsel, satisfactory in form and substance to the
Company, to the effect that such transfer may be made without registration under
the Securities Act; provided, that nothing contained in this Section 10 shall
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relieve the Company from complying with any request for registration,
qualification or compliance made pursuant to these registration rights
provisions.
11. General Provisions.
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11.1 Waivers. No action taken pursuant to this Agreement, including
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any investigation by or on behalf of any party hereto, shall be deemed to
constitute a waiver by the party taking such action or compliance with any
representation, warranty, covenant, or agreement contained herein or in any
ancillary document. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach. The waiver by any party of any of the conditions precedent to
its respective obligations under this Agreement shall not preclude it from
seeking redress for breach of this Agreement.
11.2 Notices. All notices and other communications which are required
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or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally, by courier service, telecopied, or
mailed by registered or certified mail, postage prepaid, return receipt
requested, to the party to whom the same is so delivered or mailed:
(a) if to the Company:
Litronic Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attn: President
(b) if to Holders:
c/o Xxxx Xxxx
00 Xxxxxxx Xxx Xxxxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
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and
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c/o Xxxxxxx X. Xxxxx, Xx.
0000 Xxxxxxxxxx Xxxxx, Xxxxx X
Xxxxxx, Xxxxxxxx 00000
and
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c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxxx, Xxxxxxxx 00000
or to such other address as any of the above shall have specified by notice
hereunder. Notices delivered personally, by mail or telecopied shall be deemed
communicated as of actual receipt.
11.3 Entire Agreement; Amendments. This Agreement constitutes the
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entire agreement among the parties hereto with respect to the subject matter
hereof, and supersedes any and all prior agreements and undertakings, oral or
written, concerning the subject matter hereof. This Agreement may not be changed
or terminated orally, and may only be changed or terminated by a writing signed
by the party against whom such change or termination is sought.
11.4 Binding Effect; Benefits. This Agreement shall inure to the
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benefit of and shall be binding upon and enforceable by the parties hereto and
their respective heirs, legal representatives, successors, and assigns. Nothing
in this Agreement, expressed or implied, is intended to or shall confer on any
person other than the parties hereto any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.
11.5 Headings. The section and other headings contained in this
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Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
11.6 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
11.7 Rules of Construction. In this Agreement, unless the context
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otherwise requires, words in the singular include the plural, and in the plural
include the singular, and words of the masculine gender include the feminine and
the neuter, and, when the sense so indicates, words of the neuter gender may
refer to any gender.
11.8 Assignment. This Agreement is not assignable without the prior
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written consent of the nonassigning party or parties.
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11.9 Governing Law; Venue. The validity, performance, and enforcement
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of this Agreement shall be governed by the laws of the State of California. Any
action commenced hereunder shall be conducted before a court of appropriate
jurisdiction in Orange County, California.
11.10 Cooperation. The parties agree to execute such further documents
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and take such further actions as necessary to carry out the provisions of this
Agreement and to fully accomplish its purpose and intent.
11.11 Attorneys' Fees. The prevailing party in any proceedings
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(including, without limitation any arbitration proceedings) arising in
connection with this Agreement shall be entitled to reimbursement for his or its
reasonable costs incurred in connection therewith, including attorneys' fees.
11.12 Time of Essence. Time is of essence in connection with the
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performance of this Agreement.
The parties hereto have duly executed this Agreement on the day and date
first above written.
LITRONIC, INC.
By:
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Xxxx Xxxx, President
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Xxxx Xxxx, Trustee of the Xxxx Xxxx and
Xxxxxxxxx X. Xxxx Living Trust dated October 9,
1997
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Xxxxxxxxx X. Xxxx, Trustee of the Xxxx Xxxx and
Xxxxxxxxx X. Xxxx Living Trust dated October 9,
1997
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Xxxxxx X. Xxxx, Trustee of the Xxxxxx X. Xxxx
and Xxxxxxxx X. Xxxx Living Trust dated March
22, 1982 as amended on October 14, 1997
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Xxxxxxxx X. Xxxx, Trustee of the Xxxxxx X. Xxxx
and Xxxxxxxx X. Xxxx Living Trust dated March
22, 1982 as amended on October 14, 1997
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Xxxxx X. Xxxx, Trustee of the Shah Living Trust
dated November 14, 1995
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Xxxxx X. Xxxx, Trustee of the Shah Living Trust
dated November 14, 1995
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Xxxx Xxxx, Trustee of the Xxxxx Xxxx Trust dated
October 16, 1997
------------------------------------------------
Xxxx Xxxx, Trustee of the Xxxxxxx X. Xxxx Trust
dated October 9, 1997
------------------------------------------------
Xxxxxxx X. Xxxxx, Xx.
------------------------------------------------
Xxxxxxx X. Xxxxx
12
Exhibit A
Holder Number of Shares
------ ----------------
Xxxx Xxxx and Xxxxxxxxx X. Xxxx, 2,349,877
as Trustees of the Xxxx Xxxx and
Xxxxxxxxx X. Xxxx Living Trust
dated October 9, 1997
Xxxxxx X. Xxxx and Xxxxxxxx X. Xxxx, 463,657
as Trustees of the Xxxxxx X. Xxxx and
Xxxxxxxx X. Xxxx Living Trust dated
March 22, 1982, as amended on October
14, 1997
Xxxxx X. Xxxx and Xxxxx X. Xxxx, as 186,557
Trustees of the Shah Living Trust dated
November 14, 1995
Xxxx Xxxx as Trustee of the Xxxxx Xxxx 435,301
Trust dated October 16, 1997
Xxxx Xxxx as Trustee of the Xxxxxxx X. 435,301
Shah Trust dated October 9, 0000
Xxxxxxx X. Xxxxx, Xx. 1,084,969
Xxxxxxx X. Xxxxx 1,084,969
13
