EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
By and Among
SUNRISE TELECOM, INC.,
a California corporation,
HUKK ENGINEERING, INC.,
a Georgia corporation
XXXXXXXX X. XXXXX
XXXXXX X. XXXXXXXX
XXXXX X. XXXXXX
July 30, 1999
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made this 30th day of
July, 1999 (the "Effective Date") by and among Sunrise Telecom, Inc., a
California corporation ("Parent"), Hukk Engineering, Inc., a Georgia corporation
("Hukk"), and Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, and Xxxxx X. Xxxxxx
(individually referred to herein as "Shareholder" and collectively as
"Shareholders").
RECITALS
A. As of the date hereof, Xxxxxxxx X. Xxxxx owns 40,000 shares of common
stock of Hukk, Xxxxxx X. Xxxxxxxx owns 26,667 shares of common stock of Hukk,
and Xxxxx X. Xxxxxx owns 2,062 shares of common stock of Hukk, which 68,729
shares of common stock collectively constitute all of the issued and outstanding
capital stock of Hukk (the "Shares").
B. The Shareholders desire to sell to Parent and Parent desires to
purchase from the Shareholders the Shares under the terms and conditions set
forth in this Agreement (the "Stock Purchase").
C. Upon the consummation of the transactions contemplated herein, the
parties intend that Hukk shall be a wholly-owned subsidiary of Parent.
D. The Boards of Directors of Parent and Hukk each have determined that
the transactions contemplated in this Agreement are in the best interests of
their respective companies and shareholders and accordingly, have agreed to
effect the Stock Purchase provided for herein upon the terms and subject to the
conditions set forth herein.
E. Parent, Hukk, and the Shareholders desire to make certain
representations, warranties and agreements in connection with the Stock
Purchase.
THEREFORE, in consideration of the foregoing and of the mutual promises,
covenants, representations, warranties, and agreements herein contained, and
intending to be legally bound, the parties hereby agree as follows:
AGREEMENT
ARTICLE 1
PURCHASE AND SALE OF STOCK
1.1 Purchase and Sale of Shares. Upon execution of the Agreement and
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subject to the terms and conditions contained herein, the Shareholders shall
sell to Parent, and Parent shall purchase from the Shareholders, the Shares for
the consideration as specified in Sections 1.3 and 1.4.
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1.2 Closing. The closing of the purchase and sale of the Shares (the
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"Closing") shall take place in the offices of Xxxxxxx & Xxxxxx, A Law
Corporation, 0 Xxxx Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000
on July 30, 1999 (the "Closing Date").
1.3 Purchase Price. The Purchase Price for the Shares shall be One Million
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Seven Hundred Thousand Dollars ($1,700,000) consisting of cash in the amount of
Eight Hundred Thousand Dollars ($800,000); Promissory Notes for an aggregate
principal amount of Four Hundred Fifty Thousand Dollars ($450,000); and One
Hundred Thousand (100,000) shares of common stock of Parent at a per share value
of $4.50.
1.4 Payment of Purchase Price. The Purchase Price shall be paid to the
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Shareholders as follows:
(a) At Closing, wire transfer in the amount of Eight Hundred Thousand
Dollars ($800,000) as specified on Schedule 1.4(a).
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(b) At Closing, Promissory Notes in the aggregate amount of Four
Hundred Fifty Thousand Dollars ($450,000) to each of the Shareholders payable in
sixteen quarterly payments commencing October 30, 1999 with interest calculated
at the Federal prime rate plus 2.5% in substantially the form attached hereto as
Exhibits X-x, X-0, and A-3.
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(c) At Closing, One Hundred Thousand (100,000) shares of common stock
of Parent (the "Parent Shares") shall be issued in the name of each Shareholder
subject to certain restrictions and legends as specified on Schedule 1.4(c).
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ARTICLE 2
DIRECTORS AND OFFICERS OF HUKK
2.1 Directors. The directors of Hukk at Closing shall be as specified on
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Schedule 2.1 until their successors are duly appointed or elected in accordance
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with applicable law.
2.2 Officers. The officers of Hukk at Closing shall be as specified on
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Schedule 2.2 until their successors are duly appointed or elected in accordance
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with applicable law.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF HUKK AND SHAREHOLDERS
Except as set forth as written exceptions by Hukk and the Shareholders
before the Closing, Hukk and each of the Shareholders represent and warrant to
Parent as of the Closing Date as follows:
3.1 Organization, Power, Standing and Qualification. Hukk is a corporation
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duly organized, validly existing, and in good standing under the laws of the
State of Georgia and has full corporate power and authority to carry on its
business as it is now being conducted, and to
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own, lease, and operate the properties and assets now owned, leased and operated
by it. Hukk is duly qualified to do business and is in good standing in Georgia
and as of the Closing Date in each and every other jurisdiction where the
failure to qualify or to be in good standing would have a material adverse
effect upon its financial condition, the conduct of its business, or the
ownership of its property and assets, and such qualification and good standing
is required by the laws of such jurisdiction.
3.2 Power and Authority. Hukk and each Shareholder have the full corporate
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power and authority or legal capacity and right, as the case may be, to execute,
deliver, and perform this Agreement. This Agreement is a valid and binding
obligation of Hukk and the Shareholders, enforceable in accordance with its
terms.
3.3 Validity of Contemplated Transactions; Consents. The execution,
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delivery, and performance of this Agreement and the consummation of the
transactions contemplated hereby do not and will not:
(a) contravene any provision of the Certificate of Incorporation or
Bylaws of Hukk;
(b) violate, be in conflict with, or constitute a default under (or
any event which, with notice or lapse of time or both would constitute a default
under), cause the acceleration of any payments or performance pursuant to,
result in the termination of or otherwise impair the good standing, validity, or
effectiveness of any agreement, contract, indenture, lease, or mortgage, or
subject any property or asset of Hukk to any liens under any indenture,
mortgage, contract, commitment, or agreement to which Hukk is a party, or any of
its assets may be bound or affected; or
(c) violate any provision of law, role, ordinance, regulation, order,
judgment, permit, or license to which Shareholder or Hukk, or any of its assets,
is subject. Except as set forth on Schedule 3.3 hereto, no consent, approval or
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authorization of, notice to, registration or filing with any person, entity or
governmental authority is required on the part of the Shareholders or Hukk in
connection with the execution, delivery and performance by the Shareholders or
Hukk of this Agreement or the consummation of any of the transactions
contemplated hereby.
3.4 Capitalization of Hukk. As of the date hereof, Hukk's total authorized
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capital stock consists of One Hundred Thousand (100,000) shares of common stock
and One Hundred Thousand (100,000) shares of preferred stock, of which Sixty-
eight Thousand Seventy Nine (68,729) shares of common stock are outstanding and
no (0) shares of preferred stock are outstanding. All of such outstanding shares
have been duly authorized and validly issued, and are fully paid, and non-
assessable. Except as set forth on Schedule 3.4 hereto, there are no outstanding
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options, warrants, conversion privileges, subscription, calls, commitments, or
rights of any character relating to the Shares or any authorized but unissued
capital stock of Hukk.
3.5 Ownership of Shares. Except for the rights acquired by Parent pursuant
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to this Agreement, and except as set forth on Schedule 3.5, the Shareholders
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hold all of the legal and
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beneficial ownership of and title to the Shares, free and clear of any liens.
Each Shareholder owns the number of Shares listed to the right of his name on
Schedule 3.5. Delivery to the Parent of certificates representing the Shares
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pursuant to this Agreement will transfer to Parent valid title thereto, free and
clear of all liens. No Shareholder has a legal obligation, absolute or
contingent, to any other person or firm to sell any of the Shares or to effect
any merger, consolidation, or other reorganization of Hukk or to enter into any
agreement with respect to the Shares.
3.6 Title to Properties. Except as set forth in Schedule 3.6 hereto, Hukk
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has good, valid and marketable title to, or valid leasehold interests in, all of
its properties and assets, real, personal, and mixed, tangible and intangible
including all of the properties and assets reflected on the latest balance sheet
of Hukk that is included in the Financial Statements (as defined in Section 3.8
hereof) and those properties and assets acquired since the date of such balance
sheet, except in each case for properties and assets sold or otherwise disposed
of in the ordinary course of business, free and clear of all liens, except (a)
liens disclosed in such balance sheet or the notes thereto; (b) liens for
current taxes not yet due (c) liens in connection with workmen's compensation,
unemployment insurance, or other social security obligations; (d) deposits or
pledges to secure bids, tenders, contracts (other than contracts for the payment
of money), leases, statutory obligations, surety and appeal bonds, and other
obligations of like nature arising in the ordinary course of business; (e)
mechanic's, workmen's, materialmen's, or other like liens arising in the
ordinary course of business with respect to obligations that are not due or that
are being contested in good faith; and (f) such imperfections of title, liens,
easements, and encumbrances, if any, as are not substantial and do not
materially detract from the value, or materially interfere with the present use,
of any of the properties subject thereto or affected thereby, or otherwise
materially impair the business, operations, or prospects of Hukk.
3.7 Intangibles; Names. Schedule 3.7 contains a correct and complete list
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of all of the trademarks, trade names, service marks, registered copyrights,
patents and patent applications owned or licensed by Hukk (all of such items are
referred to hereinafter collectively as the "Intangibles"). To the knowledge of
the Shareholders; (a) none of the Intangibles or their past or current uses has
infringed or infringes, upon any patent, copyright, trade secret or other
proprietary right of any other person, and (b) no person is infringing upon any
of the Intangibles. In addition, none of the Intangibles is owned by or
registered in the name of any of the Shareholders or any current or former
shareholder, director, officer, employee, contractor or agent of Hukk, nor does
any such person have any interest therein. To the best knowledge of the
Shareholders, no person has a right to receive a royalty with respect to any of
the Intangibles.
3.8 Financial Information.
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(a) Shareholder has delivered to Parent financial statements for the
fiscal year ending December 31, 1998, the six-month period ended June 30, 1999,
and the period from June 30, 1999 through Closing Date (the "Financial
Statements"). The Financial Statements are complete and correct in all material
respects, have been prepared in accordance with generally accepted accounting
principles, consistently applied, and present
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fairly the financial condition of Hukk and the results of its operations for the
period ended on such date.
(b) Except as set forth in Schedule 3.8, Hukk has no debts,
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liabilities or obligations of any nature, known or unknown, fixed or contingent,
other than:
(i) those set forth in the Financial Statements and the notes
thereto;
(ii) those incurred since the Balance Sheet Date and not in
breach of any of the representations of Section 3.14; and
(iii) those which are not material, individually or in the
aggregate, to Hukk's business, assets or financial condition. To the knowledge
of the Shareholders, there are no circumstances, bases (either with notice,
lapse of time or both), conditions, events or arrangements which may hereafter
give rise to any liabilities of Hukk except in the ordinary course of business
consistent with past practices.
3.9 Tax Matters. Except as set forth on Schedule 3.9 attached hereto, Hukk
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has duly filed all federal, state, foreign and local tax returns and reports
required to be filed by it, and all of Hukk's taxes shown to be due on such
returns and reports or otherwise due and payable, including income, gross
receipt, and other taxes and any penalties with respect thereto, have been paid,
withheld, or reserved for or, to the extent that they relate to periods on or
prior to the date of the Financial Statements, are reflected as a liability on
the Financial Statements. Except as set forth on Schedule 3.9. attached hereto,
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no federal, state, local or foreign tax audit is pending or, to the knowledge of
the Shareholders, has been threatened against Hukk. No notice of deficiency or
adjustment has been received by Hukk or any Shareholder by or from any
governmental taxing authority. There are no agreements or waivers in effect
which provide for an extension of time for the assessment of any tax against
Hukk. Correct and complete copies of the following have been delivered by Hukk
or the Shareholders to Parent: Hukk's federal, state, and local tax returns for
all taxable periods for which the applicable statute of limitations remains open
and all correspondence with the Internal Revenue Service relating to any of the
foregoing.
3.10 Litigation; Compliance with Law. Except as set forth in Schedule
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3.10(a) hereto, there is no suit, action, claim, arbitration, administrative or
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legal or other proceeding, or governmental investigation pending or, to
Shareholders' knowledge, threatened against Hukk or the Shareholders which
relate to Hukk or to the transactions contemplated by this Agreement. A correct
and complete list and brief description, including outcome, of all claims
threatened or filed against Hukk within the last five (5) years is set forth on
Schedule 3.10(a). To the best of the Shareholders' knowledge, Hukk is in
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compliance with all applicable laws, ordinances, requirements, regulations,
judgments, decrees and orders applicable to Hukk, the violation of which,
individually or in the aggregate, might have a material adverse effect on the
financial condition, business, results of operations, properties, or assets of
Hukk, or Parent's ownership of the Shares. Hukk holds all permits, licenses,
consents, authorizations, approvals, privileges, waivers, exemptions and orders
("Permits") necessary or appropriate to permit it to own its properties and to
conduct its business in accordance with applicable laws, regulations
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and ordinances. Schedule 3.10(b) contains a correct and complete list of all
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such Permits. Except as noted on Schedule 3.10(c), to the best of the
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Shareholders' knowledge, there are no facts in existence that could form the
basis of any claim against Hukk for product liability on account of any express
or implied warranty.
3.11 ERISA Matters.
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(a) Schedule 3.11(a) sets forth a true and complete list of each
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employee benefit or compensation plan, arrangement or agreement that is
maintained, or has been maintained by Hukk (including terminated or transferred
plans) by Hukk or to which Hukk makes contributions and in each case, which
covers employees of Hukk (the "Plans"). Hukk has provided correct and complete
copies of all plan documents, summary plan descriptions, annual reports,
determination letters, trust agreements and other material agreements relating
to the Plans.
(b) Except as set forth in Schedule 3.11(b),
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(i) each of the Plans that is an "employee benefit plan" within
the meaning of (S) 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") materially complies and has always materially complied with
ERISA, to the extent that any noncompliance would not have a materially adverse
effect ;
(ii) each of the Plans intended to be "qualified" within the
meaning of I.R.C. (S) 401 (a), complies and has always materially complied with
the Code, except such non-compliance as shall not disqualify such Plan;
(iii) each of the Plans has always been operated in accordance
with its terms in all material respects;
(iv) all contributions or other amounts payable by Hukk as of
the Closing Date with respect to each Plan in respect of current or prior plan
years have been paid or accrued in accordance with generally accepted accounting
practices and I.R.C (S) 412;
(v) to the knowledge of the Shareholders, there are no pending,
threatened or anticipated claims (other than routine claims for benefits) by, on
behalf of or against any of the Plans or any trusts related thereto.
3.12 Insurance. Hukk has maintained and maintains insurance covering
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Hukk's business, assets, the premises and its employees sufficient to comply
with all applicable laws and contracts. Schedule 3.12 is an accurate list of
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each insurance policy owned or maintained by Hukk, correct and complete copies
of which have been delivered to Parent, and all such policies are in full force
and effect and with respect to product liability insurance policies for prior
periods, as enumerated on Schedule 3.12, such insurance was in full force and
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effect for the applicable periods. Hukk has not received any notice of
cancellation with respect to any such policy. No claims are pending under any
such policy, and there are no actions or proceedings based on or arising out of
such policies, except as explained on Schedule 3.12 and
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except for claims covered under any employee health insurance plan. To the
knowledge of the Shareholders, there is no basis for the insurer thereunder to
terminate any such policy other than upon the expiration of the policy at the
end of its term in accordance with the provisions of such policies.
3.13 Contracts. Schedule 3.13 lists all contracts, licenses, guaranties,
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notes, leases, agreements and instruments to which Hukk is a party, or is bound
("Contracts"). Except as noted on Schedule 3.13, Hukk has in all material
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respects performed all the material obligations required to be performed by Hukk
as of the date hereof pursuant to any Contract, and Hukk is not in default under
any Contract, nor, to the Shareholders' knowledge, has an event occurred which,
with the passage of time or giving of notice or both, will result in the
occurrence of a default under any Contract. Schedule 3.13 contains a correct and
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complete list of all powers of attorney, forms of warranties, and forms of
purchase orders, sales contracts and service contracts, whether or not material
to the business of Hukk or entered into in the ordinary course of business. A
correct and complete copy of each of such document has been provided to Parent.
3.14 Other Transactions. Except as disclosed on Schedule 3.14 hereto, Hukk
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has not, since the Balance Sheet Date;
(a) operated its business except in the ordinary course;
(b) incurred any debts, liabilities or obligations except in the
ordinary course of business;
(c) discharged or satisfied any material liens, or paid any material
debts, liabilities, or obligations, except in the ordinary course of business;
(d) mortgaged, pledged, or subjected to any Lien any of its assets,
tangible or intangible, having a book value of more than Twenty Thousand Dollars
($20,000) individually or in the aggregate;
(e) sold or transferred any of its tangible assets (other than
inventory in the ordinary course of business) having a book value of more than
Twenty Thousand Dollars ($20,000), or canceled any material debts or claims;
(f) declared, set aside, or paid any dividend or made any other
distribution (whether in cash, stock or property) with respect to any of Hukk's
capital stock;
(g) suffered any material extraordinary losses or waived any rights of
substantial value;
(h) suffered any materially adverse change in its condition (financial
or otherwise) or business, assets, liabilities, properties or prospects;
(i) increased compensation or benefits payable to any directors,
officers, employees or consultants;
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(j) suffered any material losses by theft, fire or other casualty;
(k) canceled or suffered the termination of any Contract except in the
ordinary course of business; or
(l) failed to operate the business of Hukk in the ordinary course.
3.15 Bank Accounts. Schedule 3.15 hereto lists the name and address of
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each bank and other financial institution in which Hukk maintains an account
(whether checking, savings or otherwise), lock box, or safe deposit box and the
account numbers and names of persons having signing authority or other access
thereto.
3.16 Compensation Arrangements. Hukk has delivered to Parent, on Schedule
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3.16 hereto, a correct list showing the names of all officers, employees, and
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agents performing services for Hukk in connection with its business and the rate
of hourly, monthly, or annual compensation (as the case may be), and any bonus,
severance or similar arrangement with any of them. No union or collective
bargaining agreement or employment agreement is currently in effect or being
negotiated by Hukk.
3.17 Corporate Records. The copies of the Certificate of Incorporation of
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Hukk, as amended to the date of this Agreement, certified by the Secretary of
Hukk, and the Bylaws of Hukk, as amended to the date of this Agreement,
certified by the Secretary of Hukk, which are being delivered herewith, are
true, correct, and complete copies of the Certificate of Incorporation and
Bylaws as currently in effect. Schedule 3.17 sets forth a true and correct list
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of the names and titles of all of Hukk's current directors and officers, any
fictitious names of Hukk and the jurisdictions, if any, in which Hukk is
qualified as a foreign corporation. Correct and complete copies of Hukk's minute
books and stock records have been delivered to the Parent.
3.18 Environmental Matters.
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(a) "Environmental Law" shall mean any federal, state or local
statute, ordinance, role or regulation, any judicial or administrative order,
judgment, request or directive, any common law doctrine or theory and any
provision or condition of any Permit, license or other operating authorization,
primarily relating to (A) protecting the environment, including without
limitation protection of the environment, persons or the public welfare from
actual or potential exposure (or the effects of exposure) to any actual or
potential release, discharge or emission (whether past or present) of, or
regarding the manufacture, processing, importation, use, transportation,
generation, treatment, storage, disposal, transportation or handling of, any
chemical, raw material, pollutant, contaminant or toxic, hazardous or
radioactive substance; (B) occupational or public health or safety; or (C) land
use.
(b) Except as indicated in Schedule 3.18, Hukk is, or will be prior to
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the Closing Date, in compliance with all Environmental Laws and in possession of
and compliance with all necessary Permits, licenses and other authorizations. To
the knowledge
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of the Shareholders, the present condition of Hukk and its property, Hukk's
present or past activities or manner of operating Hukk and its property
(including the real property which is currently leased by Hukk (the "Leased
Property")) including, but not limited to, disposing or arranging for the
disposal of waste materials, does not give rise to any liability to any person,
contingent or otherwise, under any Environmental Law. Hukk has fully disclosed
to Parent all documents and information in its possession and control regarding
activities and conditions relating to Hukk and the Leased Property which could
in the future result or may in the past have resulted in noncompliance with, or
liability under, any Environmental Law.
(c) To the actual knowledge of the Shareholders, there are no proposed
Environmental Laws or amendments to Environmental Laws which would require any
material change in any of Hukk's facilities, equipment, operation or procedures,
or materially affect Hukk's business or its costs of conducting its business as
now conducted, and to the Shareholder's knowledge, the operation by the owner of
the building within which Hukk's Leased Property is located is and has been in
compliance with all Environmental Laws.
3.19 Suppliers and Customers. Except as set forth on Schedule 3.19, no
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single customer accounted for more than five percent (5%) of Hukk's net sales in
Hukk's most recent fiscal year. To the best of Shareholder's knowledge, except
as disclosed on Schedule 3.19, no officer or director of Hukk, nor any spouse or
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child of any such officer or director, nor any trust of which any such officer
or director is a grantor, trustee or beneficiary, has any ownership interest in
or is a director, officer or employee of, or consultant to, any entity which is
a competitor, potential competitor or supplier of Hukk, or has any ownership
interest, in whole or in part, in any property, asset or right which is
associated with any property, asset or right owned or purported to be owned by
Hukk or which Hukk is at present operating or using or the use of which is
necessary or material to Hukk's business, or has, directly or indirectly,
engaged in any transaction with Hukk other than transactions inherent in the
capacities of director, officer, employee, consultant or stockholder.
3.20 No Subsidiaries. Except as set forth on Schedule 3.20, Hukk does not
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own or control, in whole or in part, directly or indirectly, any corporation,
association, partnership or other business entity.
3.21 Knowledge. When used in this Agreement, "to the knowledge" of Hukk,
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the Shareholder or the Shareholders means the Shareholder's actual knowledge or
information that the Shareholder would know had the Shareholder conducted a
reasonable investigation and inquiry (including inquiry of the officers of Hukk
with respect to the matters covered by such representations and warranties) and
an examination of whatever sources of information as are accessible to
Shareholder in order to verify the truth and accuracy of representations and
warranties. Shareholder acknowledges that Parent has relied and will rely on
such representations and warranties in executing this Agreement and in closing
the acquisition of the Shares pursuant to this Agreement, and agrees, prior to
the Closing Date, to promptly notify Parent in writing of any knowledge
Shareholder may obtain of any material change affecting such representations and
warranties.
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3.22 Availability of Information. Parent has made available for
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examination by Hukk and the Shareholders and their representatives, copies of
the documents listed on Schedule 3.22, and has provided Hukk the opportunity to
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examine such other documents and ask such questions of Parent as Hukk and each
Shareholder have deemed necessary, and Hukk and each Shareholder have received
satisfactory answers from Parent (or persons acting on Parent's behalf)
concerning the business of Parent, its affiliates, the entities it currently
plans to acquire and/or merge with, and the terms and conditions of the
transactions described herein. Notwithstanding the foregoing, nothing contained
in this representation shall affect the covenants, agreements, representations
and warranties made by Parent under this Agreement.
3.23 Investor Representations of Shareholders. In connection with the
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issuance and sale of common stock of Parent to each of the Shareholders as set
forth in Schedule 1.4(c), each Shareholder represents that he is acquiring the
Parent Shares for investment for his own account, not as a nominee or agent, and
not with the view to, or for resale in connection with, any distribution
thereof. Shareholder understands that the Parent Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") by reason of
a specific exemption from the registration provisions of the Securities Act.
Shareholder further understands that the Parent Shares have not been registered
with, or qualified by, any state securities authorities by reason of a specific
exemption from the registration or qualification provisions of such states. Such
exemptions afforded by the Securities Act and applicable state law depend, among
other things, on the bona fide nature of Shareholder's investment intent and the
accuracy of Shareholder's representations as expressed herein. Shareholder
understands that no public market now exists for any securities of Parent, that
Parent has made no assurances that a public market will ever exist for the
Shares, and that, even if such a public market exists at some future time,
Parent might not then be satisfying the current public information requirements
of Rule 144. Shareholder understands that Parent is under no obligation, and
makes no commitment, to register the Shares with the Securities and Exchange
Commission for sale to the public. Each Shareholder shall execute Investor's
Certificates which set forth more fully the investor representations above.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to Hukk and to the Shareholders as
follows:
4.1 Organization and Good Standing. Parent is a corporation duly organized
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and validly existing under the laws of California, and has full corporate power
and authority to carry on its business as it is now being conducted, and to own
and operate the properties and assets now owned and operated by it. Parent is
duly qualified to do business in each and every jurisdiction where the failure
to qualify would have a material adverse effect upon its financial condition,
the conduct of its business or the ownership of its property and assets.
4.2 Corporate Power and Authority. Parent has full corporate power and
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authority to enter into this Agreement and to perform all of its covenants and
undertakings herein set forth. The execution and delivery of this Agreement and
the consummation of the transactions
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contemplated hereby have been duly authorized by all necessary corporate action
on the part of Parent, and this Agreement is a valid and binding obligation of
Parent, enforceable in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, moratorium, or similar laws
affecting the rights of creditors generally.
4.3 Conflict with Authority, Bylaws, etc. Neither the execution and
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delivery of this Agreement nor the consummation of the transactions contemplated
hereby in the manner herein provided will:
(a) contravene any provision of the Certificate of Incorporation or
Bylaws of Parent;
(b) violate, be in conflict with, constitute a default under, cause
the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity, and effectiveness of any lease, license, permit,
authorization, or approval applicable to Parent; or
(c) to the knowledge of Parent, violate any provision of law, role,
regulation, order, or permit to which Parent is subject.
4.4 No Conflict with Other Instruments. The execution, delivery and
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performance of this Agreement by Parent will not result in a violation or breach
of any term or provision of, or constitute a default or accelerate the
performance required under, any indenture, mortgage, deed of trust or other
contract or agreement to which Parent is a party or by which Parent or its
assets are bound, or violate any order, writ, injunction or decree of any court,
administrative agency or governmental body.
4.5 Validity of Agreement. This agreement has been duly executed and
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delivered by Parent and is the legal, valid and binding obligation of Parent in
accordance with its terms.
ARTICLE 5
ACTIVITIES BY HUKK AND SHAREHOLDERS PRIOR TO THE CLOSING DATE
5.1 Operation of Business. Hukk and each Shareholder hereby agree, jointly
---------------------
and severally, that from and after the date hereof to the Closing Date, except
as otherwise contemplated by this Agreement and except as otherwise agreed to in
writing by Parent, Hukk shall conduct its business solely in the ordinary
course, and the Shareholders and Hukk shall:
(a) not amend Hukk's Certificate of Incorporation or Bylaws, except as
may be necessary to carry out this Agreement or as required by law;
(b) not change Hukk's corporate name or permit the use thereof by any
other corporation;
(c) not pay or agree to pay to any employee, officer, or director of
Hukk any increase in compensation other than in the ordinary course of business;
-11-
(d) not make any changes in Hukk's management;
(e) not merge or consolidate Hukk with any other corporation or allow
it to acquire or agree to acquire or be acquired by any corporation,
association, partnership, joint venture, or other entity;
(f) not amend or permit Hukk to default in any of its obligations
under any of the Contracts;
(g) not declare or pay any dividend or make any distribution on any
shares of its capital stock or redeem, purchase or otherwise acquire any shares
of its capital stock;
(h) not sell or transfer any of Hukk's tangible or intangible assets
having an aggregate book value of One Thousand Dollars ($1,000) or more, other
than sales of inventory in the ordinary course of business, or create any lien
or encumbrance on any of Hukk's assets or permit Hukk to incur any debt
liability or obligation, permit Hukk to waive any right or cancel any debt or
claim, enter into any contract or agreement involving amounts exceeding One
Thousand Dollars ($1,000);
(i) conduct Hukk's business in a diligent manner, and not make any
material change in its business practices; and
(j) in good faith use their best efforts to (i) preserve Hukk's
business organization intact; (ii) keep available the services of its current
officers, employees, salesmen, agents and representatives; and (iii) maintain
the good will of its suppliers, customers and other persons having business
relations with Hukk and (iv) maintain all of its properties in good repair,
order and condition, and maintain in effect all of the insurance policies listed
on Schedule 3.12.
-------------
5.2 Confidentiality. Except as contemplated by this Agreement, Hukk and
---------------
each Shareholder agree jointly and severally to maintain in confidence and to
not use or disclose to any third person any confidential or proprietary
information or documents relating to Parent or any portion of its business that
is provided to Shareholder or Hukk by Parent in connection with the consummation
of the transactions contemplated by this Agreement, as provided by and according
to the terms of the Confidentiality and Non-Disclosure Agreement, dated as of
May 16, 1999, by and among Hukk, the Shareholders and Parent, which agreement
shall survive the signing of this Agreement but not the Closing.
5.3 Access to Information. Hukk and the Shareholders agree, joint and
---------------------
severally, to cooperate fully with Parent and shall provide Parent and its
accountants, counsel, and other representatives, during normal business hours
(or otherwise agreed upon by Hukk), full access to the books, records,
equipment, real estate, contracts, and other assets of Hukk and full opportunity
to discuss Hukk's business, affairs, and assets with its officers and
independent accountants and furnish to Parent and its representatives copies of
such documents, records, and information with respect to the affairs of Hukk, as
Parent or its representatives may reasonably request and without unreasonably
disrupting the ordinary conduct of Hukk's business.
-12-
5.4 Best Efforts. Between the date of this Agreement and the Closing Date,
------------
Hukk and the Shareholders shall use their best efforts to cause the conditions
in Article 7 to be met.
ARTICLE 6
ACTIVITIES BY PARENT PRIOR TO THE CLOSING DATE
6.1 Confidentiality. Except as contemplated by this Agreement, Parent
---------------
shall maintain in confidence and not use or disclose to any third person any
confidential or proprietary information or documents relating to the
Shareholders or Hukk or any portion of their business that is provided to Parent
by the Shareholders or Hukk in connection with the consummation of the
transactions contemplated by this Agreement, as provided by and according to the
terms of the Confidentiality and Non-Disclosure Agreement, dated as of May 16,
1999, by and among Hukk, the Shareholders and Parent, which agreement shall
survive the signing of this Agreement but not the Closing.
6.2 Access to Information. Parent agrees to cooperate fully with Hukk and
---------------------
the Shareholders and, to the extent Parent would provide such information to
employees and minority shareholders of Parent, shall provide Hukk and the
Shareholders and their accountants, counsel, and other representatives, during
normal business hours (or otherwise agreed upon by Parent), full access to the
books and records of Parent and full opportunity to discuss Parent's business,
affairs, and assets with its officers and independent accountants and furnish to
Hukk and the Shareholders and their representatives copies of such records and
information with respect to the affairs of Parent as Hukk and Shareholder or
their representatives may reasonably request and without unreasonably disrupting
the ordinary conduct of Parent's business. Specific detail human resources and
stock ownership or stock option information which requires confidentiality may
not be made available and is agreed by Hukk and the Shareholders to remain
confidential to authorized personnel and officers of Parent.
6.3 Employee Incentive Stock Options for Shareholders. Parent shall grant
-------------------------------------------------
Shareholders options to purchase an aggregate of Fifty Thousand (50,000) shares
of common stock of the Company pursuant to the terms and conditions of Stock
Option Agreements in substantially the form attached hereto as Exhibit X-0, X-0,
----------- ---
and B-3.
---
6.4 Best Efforts. Between the date of this Agreement and the Closing Date,
------------
Parent will use its best efforts to cause the conditions in Article 7 to be met.
ARTICLE 7
CONDITIONS PRECEDENT TO THE CLOSING
7.1 Obligation of Parent to Close. The obligations of Parent to consummate
-----------------------------
the Stock Purchase shall be subject to the satisfaction or the waiver by Parent
of the following conditions on or prior to the Closing Date:
-13-
(a) Compliance with Agreement. Hukk and each Shareholder shall have
-------------------------
performed all covenants and agreements to be performed by Hukk or the
Shareholders under this Agreement on or prior to the Closing Date, and all of
the representations and warranties of Hukk and each Shareholder set forth herein
shall be true and correct in all respects as of and with respect to the Closing
Date to the same extent as if given on that date after giving effect to any
supplements to the Schedule of Exceptions made after the date hereof. Hukk and
the Shareholders shall have delivered to Parent a certificate to such effect
dated the Closing Date.
(b) Litigation Affecting Closing. On the Closing Date, no proceeding
----------------------------
brought by any individual or entity other than the Parties shall be pending or
threatened before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby.
(c) Required Consents. The holders of any material indebtedness of
-----------------
Hukk, and the parties to any contracts, to the extent that their consent or
approval is required under the pertinent agreement for the consummation of the
transaction contemplated hereby in the manner provided herein or the
continuation of such agreement without termination or penalty to Hukk, shall
have granted such consent or approval.
(d) Deliveries. Hukk and the Shareholders shall have delivered to
----------
Parent the following:
(i) The Noncompetition Agreements with each of the Shareholders
referenced in Section 11.1 executed by the Shareholder party thereto.
(ii) The Employment Agreements between Hukk and each of the
Shareholders in the forms attached hereto as Exhibits C-l, C-2, and C-3 executed
------------ --- ---
by the Shareholders party thereto.
(iii) The Certificate of Hukk referenced in Section 7.1(a)
executed by a duly authorized officer of Hukk.
(iv) Investor's Certificates executed by each Shareholder as
referenced in Section 3.23.
(e) Liens on Stock. Shareholders shall have obtained releases of all
--------------
liens on or claims to the Shares, including those listed on Schedule 3.5, or
------------
made arrangement satisfactory to Parent regarding such liens or claims.
(f) Materially Adverse Information as to Hukk. Parent shall not have
-----------------------------------------
become aware of any materially adverse information as to Hukk's financial
condition, business or prospects as a result of Parent's due diligence
investigation of Hukk.
7.2 Obligation of Hukk and Shareholder to Close. The obligations of Hukk
-------------------------------------------
and the Shareholders to consummate the Stock Purchase shall be subject to the
satisfaction of the following conditions on or prior to the Closing Date:
-14-
(a) Compliance with Agreement. Parent shall have performed all
-------------------------
covenants and agreements to be performed by it under this Agreement on or prior
to the applicable Closing Date and shall have delivered to the Shareholders a
certificate dated as of such Closing Date, signed on behalf of Parent by its
President, to the effect that the transactions contemplated by this Agreement
were duly authorized by all necessary corporate action on the part of Parent.
(b) Litigation Affecting Closing. On the Closing Date, no proceeding
----------------------------
brought by any individual or entity other than the Parties shall be pending or
threatened before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transaction contemplated hereby.
(c) Noncompetition Agreements. Parent shall have executed and
-------------------------
delivered to Shareholder the Noncompetition Agreements referenced in Section
11.1.
(d) Materially Adverse Information as to Parent. Hukk shall not have
-------------------------------------------
become aware of any materially adverse information as to the Parent's financial
condition, business or prospects as a result of Hukk's due diligence
investigation of the Parent.
ARTICLE 8
INDEMNIFICATION
8.1 By Hukk and the Shareholders. The representations and warranties of
----------------------------
Hukk and Shareholders in Section 3 of this Agreement shall survive the Closing.
From and after the Closing Date, Hukk and the Shareholders shall indemnify and
hold harmless Parent, Hukk and their respective officers, directors, employees,
shareholders and agents from and against any and all damages, losses,
obligations, deficiencies, liabilities, claims, encumbrances, penalties, costs,
and expenses, including reasonable attorneys' fees (collectively, "Losses"),
that any of them may suffer or incur, resulting from, related to, or arising out
of any misrepresentation or breach of any representation and warranty by the
Shareholders or Hukk contained in this Agreement, any breach of warranty, breach
of guarantee, or nonfulfillment of any of the respective covenants of the
Shareholders or Hukk in this Agreement or from any misrepresentation in or
omission from any Schedule to this Agreement, certificate, financial statement,
or from any other document furnished or to be furnished to Parent hereunder and
any and all actions, suits, investigations, proceedings, demands, assessments,
audits, judgments and claims arising out of any of the foregoing.
8.2 By Hukk Regarding License Dispute. In addition to the indemnification
---------------------------------
obligations in Section 8.1, the Shareholders shall jointly and severally
indemnify and hold harmless Parent and Hukk from and against any Losses arising
from the patent infringement dispute between Hukk and ComSonics, Inc. regarding
ComSonics, Inc.'s U.S. Patent No. 4,685,065; provided, however, that payments
made and expenses incurred by Hukk or Parent pursuant to the obligations or Hukk
set forth in the License Agreement between Hukk and ComSonics, Inc. shall not
constitute "Losses" as such term is used herein.
-15-
8.3 By Parent. The representations and warranties of Parent in Section 4
---------
of this Agreement shall survive the Closing. From and after the Closing Date,
Parent agrees to indemnify and hold harmless the Shareholders and Hukk and its
officers, directors, employees, shareholders and agents from and against any and
all losses that any of them may suffer or incur, resulting from, related to, or
arising out of any misrepresentation, breach of warranty, or nonfulfillment of
any of the covenants or agreements of Parent in this Agreement or from any
misrepresentation in or omission from any certificate or document furnished or
to be furnished to the Shareholders or Hukk by Parent hereunder and any and all
actions, suits, investigations, proceedings, demands, assessments, audits,
judgments, and claims arising out of any of the foregoing.
8.4 Notice. Promptly after acquiring knowledge of any Losses against which
------
Hukk and the Shareholders have indemnified Parent or against which Parent has
indemnified Hukk and the Shareholders, or as to which any party may be liable,
Hukk and the Shareholders or Parent, as the case may be, shall give to the other
party written notice thereof. Each indemnifying party shall, at its own expense,
promptly defend, contest or otherwise protect against any Losses against which
it has indemnified an indemnified party, and each indemnified party shall
receive from the other party all necessary and reasonable cooperation in said
defense including, but not limited to, the services of employees of the other
party who are familiar with the transactions out of which any such Losses may
have arisen. The indemnifying party shall have the right to control the defense
of any such proceeding unless it is relieved of its liability hereunder with
respect to such defense by the indemnified party. The indemnifying party shall
have the right, at its option, and, unless so relieved, to compromise or defend,
at its own expense by its own counsel, any such matter involving the asserted
liability of the indemnified party. In the event that the indemnifying party
shall undertake to compromise or defend any such asserted liability, it shall
promptly notify the indemnified party of its intention to do so. In the event
that an indemnifying party, after written notice from an indemnified party,
fails to take timely action to defend the same, the indemnified party shall have
the right to defend the same by counsel of its own choosing, but at the cost and
expense of the indemnifying party.
ARTICLE 9
BROKERAGE; EXPENSES
9.1 Brokerage. None of the parties, nor, where applicable, any of their
---------
respective shareholders, officers, directors or employees, has employed or will
employ any broker, agent, finder, or consultant, and each Party represents to
the other Parties that such Party has not incurred nor will the other Parties
incur any liability for any brokerage fees, commissions, finders' fees, or other
fees, in connection with the negotiation or consummation of the transactions
contemplated by this Agreement.
9.2 Expenses. Except as otherwise expressly provided in this Agreement,
--------
each of the parties agrees to bear its own expenses of any character incurred in
connection with this Agreement or the transactions contemplated hereby.
-16-
ARTICLE 10
TERMINATION PRIOR TO CLOSING
10.1 Termination of Agreement. This Agreement may be terminated at any
------------------------
time prior to the Closing:
(a) Mutual Consent. By the mutual consent of Parent, Hukk and the
--------------
Shareholders;
(b) Material Breach. By Parent, Hukk or Shareholder in writing,
---------------
without liability, if the other party shall (1) fail to perform in any material
respect its agreements contained herein required to be performed by, in, on or
prior to the Closing Date or (2) materially breach any of its representations,
warranties, agreements, or covenants contained herein, provided that such
failure or breach is not cured within ten (10) days after such party has been
notified of the other party's intent to terminate this Agreement pursuant
hereto; or
10.2 Termination of Obligations. Termination of this Agreement pursuant to
--------------------------
this Article 10 shall terminate all obligations of the parties hereunder, except
for the obligations set forth in Article 9.
ARTICLE 11
POST-CLOSING COVENANT
11.1 Covenant Not To Compete. For a period of four years following the
-----------------------
Closing, the Shareholders agree not to compete directly or indirectly with
Parent as more fully set forth in Non-Competition Agreements in the forms
attached hereto as Exhibits X-0, X-0, and D-3.
------------ --- ---
ARTICLE 12
GENERAL
12.1 Entire Agreement; Amendments. This Agreement constitutes the entire
----------------------------
understanding between the parties with respect to the subject matter contained
herein and supersedes any prior understandings and agreements among them
respecting such subject matter. This Agreement may be amended, supplemented, or
terminated only by a written instrument duly executed by all of the parties.
12.2 Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not affect its interpretation.
12.3 Gender; Number. Words of gender may be read as masculine, feminine,
--------------
or neuter, as required by context. Words of number may be read as singular or
plural, as required by context.
-17-
12.4 Exhibits and Schedules. Each Exhibit and Schedule referred to herein
----------------------
is incorporated into this Agreement by such reference.
12.5 Severability. If any provision of this Agreement is held illegal,
------------
invalid, or unenforceable, such illegality, invalidity, or unenforceability
shall not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
12.6 Notices. All notices, requests, demands, waivers, consents,
-------
approvals, or other communications required or permitted hereunder shall be in
writing and shall be deemed to have been given if delivered personally, sent by
telegram, telex or sent by certified or registered mail or same day or overnight
courier service, postage prepaid, return receipt requested, to the following
addresses:
If to Parent, to:
Sunrise Telecom, Inc.
00 Xxxxx Xxxx Xxxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx, President
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx & Xxxxxx
A Law Corporation
0 Xxxx Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Hukk, to:
Hukk Engineering, Inc.
0000-X Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
If to Xxxxxxxx X. Xxxxx, to:
0000 Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
-18-
With a copy to:
Hassett, Cohen, Xxxxxxxxx, LLP
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
If to Xxxxxx X. Xxxxxxxx, to:
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Hassett, Cohen, Xxxxxxxxx, LLP
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
If to Xxxxx X. Xxxxxx, to:
000 Xxxxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
With a copy to:
Hassett, Cohen, Xxxxxxxxx, LLP
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
Notice of any change in any such address shall also be given in the manner
set forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
12.7 Waiver. The failure of any party to insist upon performance of any of
------
the terms or conditions of this Agreement shall not constitute a waiver of any
of his/its rights hereunder.
-19-
12.8 Assignment. No party may assign any of his/its rights or delegate any
----------
of his/its obligations hereunder without the prior written consent of the other
parties.
12.9 Successors and Assigns. This Agreement binds, inures to the benefit
----------------------
of, and is enforceable by the successors and permitted assigns of the parties
and does not confer any rights on any other persons or entities.
12.10 Governing Law. This Agreement shall be construed and enforced in
-------------
accordance with California law.
12.11 No Benefit to Others. The representations, warranties, covenants,
--------------------
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their successors and permitted assigns, and they shall not be
construed as conferring and are not intended to confer any rights on any other
persons.
12.12 Publicity. During the period ending on the Closing Date, all notices
---------
to third parties and all other publicity relating to the transactions
contemplated by this Agreement shall be jointly planned, coordinated, and agreed
to by Hukk and Parent. During the period ending on the Closing Date, the
Shareholders shall not act unilaterally in this regard without the prior
approval of Parent; provided, however, that such approval shall not be
unreasonably withheld by Parent.
12.13 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
[Execution Pages Follow]
-20-
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
PARENT:
SUNRISE TELECOM, INC.
By: /s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx, President
HUKK:
HUKK ENGINEERING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Title: President
---------
SHAREHOLDERS:
/s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
[Signature Page to Stock Purchase Agreement]
-21-
SCHEDULES
Payment Purchase Price Wire Transfer At Closing Schedule 1.4(a)
-----------------------------------------------------------------------------------------
Parent Shares Issued At Closing Schedule 1.4(c)
-----------------------------------------------------------------------------------------
Directors Of Hukk At Closing Schedule 2.1
-----------------------------------------------------------------------------------------
Officers Of Hukk At Closing Schedule 2.2
-----------------------------------------------------------------------------------------
Validity Of Contemplated Transactions/Consents Of Hukk Schedule 3.3
-----------------------------------------------------------------------------------------
Capitalization Of Hukk Schedule 3.4
-----------------------------------------------------------------------------------------
Ownership Of Hukk Shares Schedule 3.5
-----------------------------------------------------------------------------------------
Title To Properties Held By Hukk Schedule 3.6
-----------------------------------------------------------------------------------------
Intangibles; Trademarks, Trade Names, Service Marks, Registered Schedule 3.7
Copyrights, Patents And Pending Patents Of Hukk
-----------------------------------------------------------------------------------------
Financial Information Of Hukk Schedule 3.8
-----------------------------------------------------------------------------------------
Tax Matters Schedule 3.9
-----------------------------------------------------------------------------------------
Litigation Matters/Compliance With Law Issues Schedule 3.10(a)
-----------------------------------------------------------------------------------------
Permits Held by Hukk Schedule 3.10(b)
-----------------------------------------------------------------------------------------
Express/Implied Warranty Product Liability Claims Against Hukk Schedule 3.10(c)
-----------------------------------------------------------------------------------------
Employee Benefits/Compensation Plans Offered By Schedule 3.11(a)
-----------------------------------------------------------------------------------------
-22-
Hukk
-----------------------------------------------------------------------------------------
Erisa Matters Schedule 3.11(b)
-----------------------------------------------------------------------------------------
Insurance Policies Owned/Maintained By Hukk Engineering Schedule 3.12
-----------------------------------------------------------------------------------------
Material Obligations Of Hukk Pursuant To Other Schedule 3.13
Contracts/Agreements
-----------------------------------------------------------------------------------------
Other Transactions By Hukk As Of Balance Sheet Date Schedule 3.14
-----------------------------------------------------------------------------------------
Financial Institution/Bank Accounts Of Hukk Schedule 3.15
-----------------------------------------------------------------------------------------
Compensation Arrangements Of Officers, Employees And Agents Of Schedule 3.16
Hukk
-----------------------------------------------------------------------------------------
Corporate Records Of Hukk Schedule 3.17
-----------------------------------------------------------------------------------------
Environmental Law Compliance By Hukk Schedule 3.18
-----------------------------------------------------------------------------------------
Non-Ownership Suppliers And Customers Of Hukk Schedule 3.19
-----------------------------------------------------------------------------------------
Subsidiaries Owned/Controlled By Hukk Schedule 3.20
-----------------------------------------------------------------------------------------
Information and Documents of Parent Schedule 3.22
-----------------------------------------------------------------------------------------
-23-
