EXHIBIT 10.11
ADMISSION AGREEMENT
This ADMISSION AGREEMENT (this "Agreement") is made to be
effective as of the 8th day of September, 1999, by and between Xxxxx X.
Xxxxxxxx, as Trustee under the 1999 Grantor Retained Annuity Trust Created by
Xxxx X. Xxxxxxxx dated September 8, 1999 ("Assignee"), and Xxxx X. Xxxxxxxx
("Assignor"), under the following circumstances:
A. Assignor owns, of record and beneficially, a total of 1,721
common shares of DPEC, Inc., an Ohio corporation ("DPEC"), evidenced by
certificate no. 16 for 844 common shares and certificate no. 22 for 877 common
shares, and Assignor is transferring to Assignee 1,100 of such common shares
(the "Shares") effective as of September 8, 1999.
B. The terms of the trust instrument governing Assignee are
summarized in a letter, dated September 8, 1999, from Xxxxx X. Xxxxxxxx to
Xxxxxx X. Xxxxx, a copy of which is attached to this Agreement.
C. Assignor is party to a certain Fourth Amended and Restated
Shareholders Agreement, dated July 31, 1996, by and between Assignor and DPEC,
and a certain Registration Rights Agreement, dated May 10, 1996 (the
"Registration Rights Agreement"), by and among Assignor, DPEC and certain other
persons.
D. The Registration Rights Agreement grants to the Company the
right to admit a person as a party to the Registration Rights Agreement if such
person agrees in writing to be bound by the terms of the Registration Rights
Agreement; and
E. In connection with the execution of this Agreement,
Assignee and DPEC also have entered into a Buy-Sell Agreement (the "Buy-Sell
Agreement") which is substantially similar to the Buy-Sell Agreement between
Assignor and DPEC.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. AGREEMENT. By Assignee's execution of this Agreement,
Assignee agrees to be a party to, and to be bound by the terms of, the
Registration Rights Agreement.
2. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the respective successors and assigns of each
of the parties hereto, subject to the provisions of the Registration Rights
Agreement.
3. APPLICABLE LAW. The construction and performance of this
Agreement shall be governed by the laws of the State of Ohio without giving
effect to the choice of law provisions thereof.
4. MISCELLANEOUS. This Agreement may be terminated, amended,
supplemented, waived or modified only by an instrument in writing signed by the
party against whom enforcement of the termination, amendment, supplement, waiver
or modification is sought.
5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
6. RELIANCE. DPEC, as a party to the Buy-Sell Agreement and
the Registration Rights Agreement, shall be entitled to rely on this Agreement.
IN WITNESS WHEREOF, effective as of the 8th day of September,
1999, each of the parties hereto has executed and delivered this Agreement.
ASSIGNEE:
XXXXX X. XXXXXXXX, AS TRUSTEE UNDER
THE 1999 GRANTOR RETAINED ANNUITY
TRUST CREATED BY XXXX X. XXXXXXXX
DATED SEPTEMBER 8, 1999
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, as Trustee
ASSIGNOR:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Individually
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CONSENT AND WAIVER
Effective as of the 8th day of September, 1999, DPEC, Inc.
hereby consents to the foregoing Admission Agreement, to the transfer of the
Shares described in the Admission Agreement and to the admission of Assignee as
a party to the Registration Rights Agreement pursuant to the Admission
Agreement, and also hereby waives any right to purchase the Shares on account of
such transfer.
DPEC, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, its President
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