CONTRIBUTION AND SUBSCRIPTION AGREEMENT
Exhibit
18
This
Contribution and Subscription Agreement (this “Agreement”) is made
effective as of February 18,
2011, by and between [the undersigned/Xxxxxxxxx Family Member]
(“Subscriber”) and Xxxxxxxxx Acquisition Company, a Delaware corporation (the
“Company”).
RECITALS
A. Subscriber owns __________ shares
of common stock of SonomaWest Holdings, Inc., a Delaware corporation (“SWHI”),
which represents ___ % of the outstanding common stock of SWHI (the
“Stock”).
B. Subscriber
desires to contribute, assign, transfer and convey [his/her] Stock to the
Company as a capital contribution in the Company in exchange for shares of
common stock of the Company, in accordance with the terms and conditions set
forth in this Agreement.
The
parties agree as follows:
AGREEMENT
1. Contribution
and Subscription. Subject to the terms and conditions set
forth in this Agreement, Subscriber desires to make a capital contribution in
the Company by contributing, assigning, transferring and conveying [his/her]
Stock in exchange for ___ shares of common stock, no par value, of the Company,
which represents a ___% ownership interest in the Company (the “SAC
Stock”). Such contribution of Stock will occur simultaneously with
the closing of the contemplated tender offer (the “Tender Offer”).
2. Acceptance;
Issuance. The Company, in consideration of and in reliance on
the agreements of the Subscriber and after receipt of the Stock, accepts the
contribution of the Subscriber and agrees to issue the SAC Stock to the
Subscriber.
3. Covenant. Until
the earlier of the closing of the Tender Offer or the first anniversary of the
date of this Agreement, Subscriber agrees that he will not sell his Stock
without the prior written consent of the Company.
4. Further
Assurances. The undersigned agrees to take such other action
and shall execute such additional instruments and documents as may be reasonably
necessary or advisable to carry out the purposes and intent of this
Agreement.
5. Successors. The provisions of
this Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns.
6. Counterparts. This Agreement
may be executed in counterparts, both of which when taken together shall be
deemed one original.
7. Entire
Agreement; Modification. This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter of this Agreement, and neither this Agreement nor any of the provisions
of this Agreement shall be waived, changed, discharged or terminated except by
an instrument in writing signed by the parties.
8. Applicable
Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties have
executed this Contribution and Subscription Agreement as of the date first
written above.
|
XXXXXXXXX
ACQUISITION COMPANY
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
[Name]
|
|
