STOCK REDEMPTION AGREEMENT
("Agreement") dated as of
December 6, 1996 between Old
Dominion Growth Fund Limited
("Old Dominion") and Alfa
International Corp., a New
Jersey corporation (the
"Company").
R E C I T A L S :
A. Old Dominion desires to have the Company enter that
certain Investment Banking Agreement between the Company and Old
Dominion ("IB Agreement") of even date with this Agreement
B. Pursuant to the IB Agreement, Old Dominion has
purchased 1,250,000 shares of the Company's $.01 par value common
stock (the "Shares").
C. To induce the Company to enter the IB Agreement, Old
Dominion has entered this Agreement.
D. All capitalized terms in this Agreement, unless
otherwise defined herein, shall have the meaning assigned them in
the IB Agreement.
A G R E E M E N T :
In consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt
and sufficiency of which the parties acknowledge, the parties agree
as follows:
1. Old Dominion Contributions.
1.1 If during the Term (as defined in the IB
Agreement), the Company sells all of the Units,
then Old Dominion will not contribute any of
the 1,250,000 of the Shares to the Company.
1.2 If, during the Term (as defined in the IB
Agreement), the Company sells none of the
Units, then Old Dominion will, on the next
business day following the last day of the
Term, contribute all 1,250,000 of the Shares
to the Company.
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1.3 If, during the Term (as defined in the IB
Agreement), the Company sells at least one Unit
but less than all 1,000 Units in the Offering,
then Old Dominion will, on the next business
day following the last day of the Term,
contribute a pro rata amount of the Shares to
the Company, which pro rata amount of Shares
is calculated by subtracting the number of
Units sold by the Company in the Offering from
1,000 and multiplying the result by 1,250.
2. Use of Contributed Shares. The Company shall cancel
any shares that Old Dominion contributes under paragraph 1 upon
receipt thereof.
3. Representations, Warranties, and Covenants. Old
Dominion represents and warrants that, as of the date of this
Agreement, it owns the Shares. Until the next business day
following the last day of the Term (as defined in the IB
Agreement), Old Dominion will not dispose of or incumber in any
manner the Shares that Old Dominion must deliver to the Company to
meet its obligations under this Agreement. Notwithstanding anything
to the contrary contained in this Agreement the Company agrees that
the Shares which are owned by Old Dominion are those Shares as
defined in the IB Agreement.
4. Miscellaneous.
4.1 Assignments and Binding Effect. Neither party
may assign its rights and responsibilities under this Agreement
without the prior written consent of the other party. This
Agreement shall bind and inure to the benefit of all parties to
this Agreement and their respective heirs, successors, and assigns.
4.2 Attorneys Fees; Governing Law. In the event
a dispute arises from this Agreement, the prevailing party shall
be entitled to collect its reasonable costs and expenses, including
reasonable attorneys fees from the losing party. This Agreement
shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York applicable to contracts
made and to be entirely performed therein and without regard to
principles of conflict of laws.
4.3 Counterparts. The parties may execute this
Agreement in one or more counterparts, each of which shall
constitute an original, but all of which together shall constitute
one and the same instrument.
4.4 Entire Agreement. This Agreement sets forth
the parties' complete agreement respecting its subject matter and
supersedes all prior agreements and negotiations.
Page E-02
4.5 Notices. Unless otherwise specifically
provided in this Agreement, all notices, requests, consents,
approvals, agreements or other communications required or permitted
to be given under this Agreement shall be in writing and shall be
delivered by one of the following means: (a) by hand; (b) by
facsimile transmission to those parties with facsimile numbers
listed below (with subsequent written confirmation by another means
in compliance with this Section 4.5); (c) by registered or
certified mail, first class postage prepaid, return receipt
requested; or (d) by nationally recognized overnight courier,
addressed to the respective addresses of the parties as follows:
If to the Company: With a Copy to:
Alfa International Corp. Kramer, Levin, Naftalis &
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ New York, N.Y.
10533 10022
Att: President Att: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to Old Dominion: With a Copy to:
Old Dominion Growth Fund Ltd. ▇▇▇▇▇▇▇ & Prager, Esqs.
▇.▇. ▇▇▇ ▇▇▇ 319 Fifth Avenue
Main Street New York, N.Y. 10016
Charleston Att: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Isle of Nevis Fax: ▇▇▇-▇▇▇-▇▇▇▇
British West Indies
or to such other address as any party may designate for himself or
itself by notice to the other parties given in accordance herewith.
Any such notice or other communication shall be deemed to have been
given or made (i) upon delivery, if delivered personally, (ii) one
(1) business day after transmission, if delivered by facsimile
transmission during normal business hours, (iii) three (3) business
days after mailing, if mailed, or (iv) one (1) business day after
delivery to the courier, if delivered by overnight courier service.
Alfa International Corp. Old Dominion Growth Fund Ltd.
a New Jersey corporation a British Virgin Islands
corporation
By: By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
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