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Exhibit 10.2
REDEMPTION AGREEMENT
This Redemption Agreement (this "Agreement") is dated as of the 25th day
of July, 1996 by and among Triton Systems, Inc., a Mississippi corporation (the
"Company"), and the persons set forth on Schedule 1.1 (each an "Investor" and
collectively the "Investors").
As of the date of this Agreement, the Investors have purchased an
aggregate of 114,000 shares of the Series A Preferred Stock, par value $.01 per
share, of the Company and 4,160,000 shares of Common Stock, par value $1.00 per
share, of the Company (the "Common Stock"), pursuant to a Stock Purchase and
Redemption Agreement dated the date hereof (the "Purchase Agreement"). The
shares of Common Stock and any other Common Stock now owned or hereafter
acquired by the Investors (together with any shares issued with respect thereto
pursuant to any stock split, stock dividend or the like) are referred to herein
as the "Shares". Capitalized terms used herein and not otherwise defined in this
Agreement shall have the meanings assigned to them in the Purchase Agreement.
In consideration of the execution and delivery of the Purchase Agreement
and the agreements set forth below, the parties agree with each other as
follows:
1. Option to Sell Shares to Company.
(a) In the event that prior to the earlier to occur of (i) the
liquidation, dissolution or winding up of the Company, (ii) the merger or
consolidation of the Company with any Person, or the sale or other disposition
of all or substantially all of the Company's properties and assets to any
Person, or the transfer of ownership of any voting shares of the Company to any
Person as a consequence of which those Persons who held all of the voting shares
of the Company immediately prior to such transfer do not hold a majority of the
voting shares of the Company after the consummation of such transfer (the
"Control Sale") or (iii) July 31, 2002 ((i), (ii) and (iii) being referred to
herein as "Exercise Events"), the Company shall not have consummated a Qualified
Public Offering, the Investors may require the Company to redeem the Shares then
held by them on the terms herein provided. In such event any Investor or
Investors holding an aggregate of not less than twenty percent (20%) of the
total Shares held by the Investors may notify the Company that it or they intend
to offer to the Company any or all of the Shares then held by him or them for
purchase by the Company. The Company shall promptly give notice of such
intention to all other Investors who own Shares, and any Investor may, within
ten (10) days of such notice, give the Company notice that he intends to offer
to the Company any or all of the Shares then held by him. The Company shall
repurchase all Shares so offered under this Agreement as set forth below,
provided that the amount of Shares so offered equals or exceeds twenty percent
(20%) of the total Shares held by the Investors. The option to sell Shares
pursuant to this Section 1 shall be referred to as the "Option."
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(b) The Company agrees to provide each Investor 30 days' written
notice of the pendency of an Exercise Event and each Investor shall have the
right to exercise this Option in the manner provided in Section 1(a) above. If
the Exercise Event giving rise to the exercise of the Option is a liquidation,
dissolution or winding up of the Company or a Control Sale, the Option shall be
exercised immediately prior to, or concurrently with, the effective date of the
liquidation, dissolution or winding up of the Company or Control Sale, as the
case may be. The Company agrees that the transaction giving rise to the Exercise
Event shall not be consummated until it has satisfied its obligation to
repurchase the Shares as provided herein. In all other circumstances, the
Investors holding at least twenty percent (20%) of the Shares held by the
Investors which remain outstanding from time to time may exercise the right to
require the Company to purchase the Shares hereunder. In the event that an
Investor elects to exercise the Option in connection with a liquidation,
dissolution or winding up of the Company or Control Sale, any such election
shall be contingent upon the consummation of such event.
(c) The Company shall not be obligated to purchase Shares upon
exercise of Option on more than two occasions.
2. Price.
(a) The price to be paid by the Company for the Shares to be
sold under the Option shall be the fair market value thereof, as of the date of
such proposed repurchase, as agreed upon in good faith by the Company and the
Representative (who shall be a Person selected by the Investors owning a
majority of the Shares to be redeemed hereunder and who shall be hereinafter
referred to as the "Representative"), taking into account, in valuing such
Shares, all relevant facts and circumstances; provided, however, that (i) there
shall be no discount to reflect the fact that the Shares represent a minority
interest in the Company and (ii) in no event (whether by agreement of the
parties or after appraisal as described below) shall the aggregate purchase
price to be paid for such Shares being redeemed be less than the original
purchase price paid by the Investors therefor (as adjusted to reflect any stock
split, stock dividend or other form of recapitalization). If no such agreement
is reached within thirty (30) days after notice is given to the Company of the
Investors' exercise of the Option, the fair market value shall be determined by
appraisal as set forth below.
(b) All appraisals shall be undertaken by two appraisers, one
selected by the Board of Directors of the Company and one selected by the
Representative. No Director whose Shares are being appraised or who is
affiliated with a person whose Shares are being appraised shall vote on the
selection of the appraiser chosen by the Company. The fair market value shall be
the fair market value arrived at by those appraisers within thirty (30) days
following the appointment of the last appraiser to be appointed. In the event
that the two appraisers agree in good faith on such fair market value within
such a period of time, such agreed value shall be used for these purposes. If
the appraisers cannot agree but their valuations are within 10% of each other,
the fair market value shall be the mean of the two
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valuations. If the appraisers cannot agree and the differences in the valuations
are greater than 10%, the appraisers shall select a third appraiser who will
calculate fair market value independently, and, except as provided in the next
sentence, the fair market value of the Shares shall be the average of the two
fair market values arrived at by the appraisers who are closest in amount. If
one appraiser's valuation is the mean of the other two valuations, such mean
valuation shall be the fair market value. In the event that the two original
appraisers cannot agree upon a third appraiser within ten (10) days following
the end of the thirty (30) day period referred to above, then the third
appraiser shall be appointed by the American Arbitration Association in Boston,
Massachusetts. If, following the final determination of the purchase price for
the Shares, any Investor previously offering his Shares for repurchase shall
choose not to sell any or all of its Shares, then such Investor shall so notify
the Company within ten (10) days following receipt of the results of the
appraisal. The expenses of the appraiser chosen by the Company will be borne by
it, the expenses of the appraiser chosen by the Investors will be borne by them,
pro rata based on the number of Shares being redeemed, and the expenses of the
third appraiser will be borne 50% by the Company and 50% by the Investors, pro
rata based on the number of Shares being redeemed.
3. Payment.
(a) Within twenty (20) days following either the agreement, as
provided above, of the Company and the Representative concerning the fair market
value of the Shares or the receipt of the results of the last of the appraisals
referred to above, the Company shall purchase the Shares tendered to it at the
price established by this Agreement (the "Redemption Price"), and the Investors
shall deliver to the Company, upon receipt of payment therefor, the certificates
for the Shares duly endorsed by them for transfer.
(b) Notwithstanding the other provisions of this Agreement, the
Company shall not be obligated to repurchase any Shares to the extent such
repurchase would violate applicable law, as determined by an opinion of counsel
to the Company, which opinion and counsel shall be reasonably satisfactory to
the Representative; provided, however, that the Company shall use its best
efforts to comply with such restriction. In the event a repurchase is delayed on
account of the preceding sentence, it shall be made at the first time it would
not violate such law and the Redemption Price shall bear interest at the rate of
fifteen percent (15%) per annum, compounded annually, until such time as the
redemption is completed. If on account of the first sentence of this
subparagraph (b) the Company may purchase fewer than all of the Shares offered
for redemption, the Company shall repurchase all Shares when permitted,
allocated pro rata among those who requested that their Shares be redeemed, in
proportion to the amount which would have been paid to such holder had all
Shares as to which it requested redemption been redeemed. If on account of the
first sentence of this subparagraph (b) the Company may purchase fewer than all
of the Shares offered for redemption, the holders of the Shares not redeemed
shall continue to receive the benefit of the rights and privileges afforded the
Shares under the Purchase Agreement and the Related Agreements.
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(c) Payment shall be made by check or wire transfer of funds to
such bank account as each Investor shall direct.
4. Termination of Option. The obligations of the Company to purchase
the Shares as provided in this Agreement shall terminate immediately prior to
the consummation of a Qualified Public Offering.
5. Notices. All notices or other communications required or permitted
to be delivered hereunder shall be in writing signed by the party giving the
notice and sent by telecopier, express delivery service, or regular or certified
mail to the address specified in the Purchase Agreement.
6. Entire Agreement. This Agreement and the agreements referred to
herein constitute the entire agreement of the parties with respect to the
matters contemplated herein. This Agreement and such other agreements supersede
any and all prior understandings as to the subject matter of this Agreement.
7. Amendments, Waivers and Consents. Any provision in this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may be
made, and compliance with any covenant or provision herein set forth may be
omitted or waived, if the Company shall obtain consent thereto in writing from
Persons holding an aggregate of at least a majority of the Shares owned by the
Investors.
8. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the respective parties
hereto.
9. General; Definitions. The headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. In this Agreement the singular includes the
plural, the plural the singular, the masculine gender includes the neuter,
masculine and feminine genders. This Agreement shall be governed by and
construed under the laws of the Commonwealth of Massachusetts. Terms used as
defined terms herein and not otherwise defined shall have the meanings set forth
in the Purchase Agreement.
10. Severability. If any provision of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable, and, as modified, shall
be enforced as any other provision hereof, with all the other provisions hereof
continuing in full force and effect.
11. Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument.
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TRITON SYSTEMS, INC.
SHAREHOLDERS' AGREEMENT
Counterpart Signature Page
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date for first above written.
TRITON SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SUMMIT VENTURES IV, L.P.
By: Summit Partners IV, L.P.,
its general partner
By: Stamps, Xxxxxxx & Co. IV,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
General Partner
SUMMIT INVESTORS III, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
_______________________________
Authorized Signatory
SUMMIT SUBORDINATED DEBT
FUND, L.P.
By: Summit Partners SD, L.P.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
_______________________________
General Partner
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SCHEDULE 1.1
INVESTORS
Name and Address
Summit Ventures IV, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
Summit Investors II, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
Summit Subordinated Debt Fund, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
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