XXXXXXXX WARRANT RESCISSION AGREEMENT
This XXXXXXXX WARRANT RESCISSION AGREEMENT (this "AGREEMENT") is made
and entered into as of February 28, 1997, by and between Xxxxxxxx Industries, a
California corporation ("XXXXXXXX"), and Wyle Electronics, a California
corporation ("WYLE").
RECITALS
X. Xxxxxxxx and Wyle are parties to that certain Limited Liability
Company Agreement of Accord Contract Services LLC ("ACCORD") dated as of August
8, 1996 establishing Accord as a joint venture between Xxxxxxxx and Wyle.
B. In connection with the establishment of Accord, Xxxxxxxx and
Wyle entered into the following agreements: (1) that certain Warrant Agreement
(Xxxxxxxx) dated as of August 8, 1996 (the "XXXXXXXX WARRANT AGREEMENT"),
pursuant to which Xxxxxxxx agreed to grant to Wyle certain warrants (the
"XXXXXXXX WARRANTS") to purchase shares of Xxxxxxxx'x common stock, $1.00 par
value (the "XXXXXXXX COMMON STOCK"), upon the occurrence of certain events, and
(2) that certain Registration Rights Agreement (Xxxxxxxx) dated as of August 8,
1996 (the "XXXXXXXX REGISTRATION RIGHTS AGREEMENT," and, together with the
Xxxxxxxx Warrant Agreement, the "XXXXXXXX AGREEMENTS"), pursuant to which
Xxxxxxxx agreed to grant certain registration rights to Wyle in connection with
the issuance of the Xxxxxxxx Warrants.
C. The effectiveness of the Xxxxxxxx Agreements and the delivery of
a warrant certificate to Wyle in connection with the Xxxxxxxx Warrant Agreement
(the "XXXXXXXX CERTIFICATE"), were conditioned upon the parties reaching
agreement on an overall exit strategy that incorporated such agreements (and
the Xxxxxxxx Certificate) in connection with the termination of Accord.
D. The parties have reached an agreement on such exit strategy
which does not incorporate the Xxxxxxxx Agreements, and which does not require
the issuance or delivery of the Xxxxxxxx Certificate.
E. Therefore, Xxxxxxxx and Wyle desire to rescind the Xxxxxxxx
Agreements.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby confirmed and acknowledged, the parties hereto
agree as follows:
1. RESCISSION. The parties hereto acknowledge and agree that each
of the Xxxxxxxx Agreements is hereby rescinded and shall be of no further force
and effect. The parties
hereto further acknowledge and agree that they each shall have no
further rights, duties or obligations under any of the Xxxxxxxx Agreements.
2. CANCELLATION OF WARRANT CERTIFICATE. The parties hereto
acknowledge and agree that the Xxxxxxxx Certificate shall be canceled and
become null and void simultaneously with the execution of this Agreement. All
benefits owed to any party and all duties imposed upon any party under the
Xxxxxxxx Certificate shall be canceled. The parties believe that the Xxxxxxxx
Certificate has not been delivered, however, if such Xxxxxxxx Certificate has
been delivered, then within ten (10) days of the effective date of this
Agreement, Wyle shall return the original Xxxxxxxx Certificate to Xxxxxxxx with
the word "CANCELED" printed on each page and initialed by the person(s)
executing this Agreement on behalf of Wyle.
3. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
4. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
5. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
regard to otherwise governing principles of conflict of laws.
6. EXPENSES. Any and all expenses incurred by any party due to the
execution of this Agreement shall be the sole responsibility of that party.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter thereof and shall be
binding upon their respective successors and assigns. This Agreement may not
be altered or amended except with the written consent of all parties.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement effective as of the date first above written.
XXXXXXXX INDUSTRIES,
a California corporation
By:___________________________________________
Name:
Title:
WYLE ELECTRONICS,
a California corporation
By:___________________________________________
Name:
Title:
