STOCK PURCHASE AND SALE AGREEMENT
(366,667 SHARES OF PRAB, INC. STOCK)
This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
December 28, 1999, by and between the State Treasurer of the State of
Michigan, Custodian of the Public School Employees' Retirement System; State
Employees' Retirement System; Michigan State Police Retirement System; and
Michigan Judges' Retirement System ("SMRS") and Prab, Inc. ("Prab").
SMRS desires to sell to Prab on the Closing Date (as defined
herein), and Prab desires to purchase on such date, 366,667 shares of
convertible preferred stock.
Accordingly, SMRS and Prab agree as follows:
SECTION 1. Purchase and Sale of Stock.
1.1 Agreement to Sell and Purchase. (a) On the basis of the
representations and warranties and subject to the terms and conditions set
forth herein, SMRS agrees to sell to Prab, and Prab agrees to purchase from
SMRS 366,667 shares of convertible preferred stock of Prab (the "Convertible
Shares"), at a purchase price of Five Hundred Ninety-Seven Thousand Six
Hundred Sixty-Seven Dollars and Twenty-One Cents ($597,667.21) (the
"Purchase Price").
(b) The closing (the "Closing") of the purchase and sale of the
Convertible Shares shall be held on December 28, 1999 (the "Closing Date").
Prab agrees to pay to SMRS on the Closing Date the amount of the Purchase
Price, plus accrued and unpaid dividends, by cashier's check, certified
check, or federal funds wire transfer, against receipt of the Convertible
Shares by Prab.
(c) SMRS agrees, on the Closing Date, to deliver to Prab the
Stock Certificate issued on October 30, 1996 for the Convertible Shares
which Certificate shall be properly endorsed for transfer to Prab by SMRS.
1.2 Expenses. SMRS and Prab shall each be responsible for their
own expenses in connection with this Agreement.
SECTION 2. Acknowledgments, Representations and Agreements of Prab.
Prab hereby represents and warrants to and agrees with SMRS that:
2.1. Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by Prab and is enforceable against Prab
in accordance with its terms.
2.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by Prab, and the purchase of the Convertible
Shares by Prab, (i) requires no action by or in respect of, or filing with,
any governmental body, or agency or official of the United States or any
political subdivision thereof, except for reports required to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, and (ii) will not violate any statute or any order, rule
or regulation of any court or government agency or body in the United States
or any political subdivision thereof having jurisdiction over Prab, which
violation could have a material adverse effect on the ability of Prab to
perform its obligations under this Agreement.
SECTION 3. Representations and Warranties of SMRS.
SMRS hereby represents and warrants to and agrees with Prab that:
3.1 Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by SMRS and is enforceable against SMRS
in accordance with its terms.
3.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by SMRS, and the sale of the Convertible
Shares by SMRS, (i) requires no action by or in respect of, or filing with,
any governmental body, or agency or official of the United States or any
political subdivision thereof, except for reports required to be filed with
the Securities and Exchange commission under the Securities Exchange Act of
1934, as amended, and (ii) will not violate any statute or any order, rule
or regulation of any court or government agency or body in the United States
or any political subdivision thereof having jurisdiction over SMRS, which
violation could have a material adverse effect on the ability of SMRS to
perform its obligation under this Agreement.
3.3 Delivery of Convertible Shares. Delivery by SMRS of the
Convertible Shares to Prab will transfer to Prab valid title thereto, free
and clear of all liens, encumbrances, restrictions and claims of any kind.
3.4 Convertible Shares. The Convertible Shares transferred to
Prab pursuant to this Agreement constitute one hundred percent (100%) of the
shares of stock of Prab owned by SMRS and SMRS has no other equity interest
in Prab nor does SMRS have any amounts due from Prab except for the accrued
and unpaid dividends on the Convertible Shares.
SECTION 4. General Provisions.
4.1 Benefits; Successors and Assigns. Except as set forth
herein, or as otherwise specifically agreed to in writing by the party to be
charged, this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors and assigns.
4.2 Amendment and Waiver. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. The waiver of the observance of any term hereof may only be waived
by an instrument in writing. Such waiver by any party hereto of a breach of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
4.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
4.4 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof.
4.5 Headings. The headings in this Agreement are for
convenience only and shall not affect the construction hereof.
4.6 Severability. In the event that any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby.
4.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
when taken together shall constitute but one contract.
4.8 Further Assurances. Each party shall execute such
additional documents and take whatever actions may be necessary to carry out
the purposes of the transactions contemplated by this Agreement.
STATE TREASURER OF THE STATE OF MICHIGAN, CUSTODIAN
OF THE PUBLIC SCHOOL EMPLOYEES' RETIREMENT SYSTEM;
STATE EMPLOYEES' RETIREMENT SYSTEM; MICHIGAN STATE
POLICE RETIREMENT SYSTEM; AND MICHIGAN JUDGES'
RETIREMENT SYSTEM
By: Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Administrator
Alternative Investments Division
PRAB, INC.
By: Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Its: President
