Exhibit 4
Stock Purchase Agreement
Circuit Research Labs, Inc.
Dialog4 System Engineering GmbH
This Stock Purchase Agreement (the "Agreement") is dated as of this
first day of November, 2001, and is by and among Xxxxxxx Xxxxxx Xxxxxxxxxxx
("Buyer"), and Dialog4 System Engineering GmbH, a German corporation
("Dialog4"), Berthold Burkhardtsmaier ("Berthold"), Xxxxxxxx Burkhardtsmaier
("Xxxxxx"), and Xxxxxxxxx Xxxxx ("Xxxxxxxxx") (Dialog4, Xxxxxxxx, Xxxxxx and
Friedrich are sometimes collectively referred to as "Sellers").
RECITALS:
A. Sellers have entered into or will enter into an agreement
(the "CRL Agreement") with Circuit Research Labs, Inc., an Arizona corporation,
and CRL Systems, Inc., a Nevada corporation (collectively, "CRL") by which
Dialog4 will sell certain assets to CRL. Xxxxxxxx, Xxxxxx and Xxxxxxxxx are
stockholders of Dialog4 and are parties to the CRL Agreement.
B. As part of the consideration for the assets to be sold to CRL,
Sellers will receive that number of shares of common stock of Circuit Research
Labs, Inc. (the "Purchase Price Stock") which will have a value of $1,250,000
being calculated based on the average closing price of common stock of CRL on
the NASDAQ bulletin board for the thirty trading days immediately prior to the
closing date of the CRL Agreement. The exact number of shares constituting the
Purchase Price Stock has not yet been determined.
C. In the event of default by CRL of certain of its obligations
under the CRL Agreement, Sellers shall be required to return all of the Purchase
Price Stock to CRL except, under certain circumstances set forth in the CRL
Agreement, that amount of the Purchase Price Stock which shall have a market
value of $500,000 on the date of the return (the "Retained Stock"). The CRL
Agreement sets forth the circumstances which may result in Sellers holding only
the Retained Stock instead of the entire amount of the Purchase Price Stock.
X. Xxxxxxx wish to be able to sell the Purchase Price Stock or the
Retained Stock, as the case may be, within the times and pursuant to the terms
of this Agreement and Buyer is willing to purchase the stock at such times and
on such terms.
AGREEMENTS:
In consideration of the recitals and mutual agreements contained
herein, the parties agree:
1. The parties adopt and agree to the recitals set forth in
this Agreement.
2. The parties agree that the date on which Sellers first own the
Purchase Price Stock shall be referred to hereafter as the "Purchase Date."
3. At the request of Sellers, Buyer agrees to purchase the Purchase
Price Stock or the Retained Stock, as the case may be, or any portion thereof
offered by Sellers,
collectively from the Sellers at any time beginning twelve months after the
Purchase Date and ending eighteen months after the Purchase Date. Sellers may
only request that Buyer purchase stock once during the six month period.
4. At the request of Buyer, Sellers agree to sell to Buyer the
Purchase Price Stock or the Retained Stock, as the case may be, or any portion
thereof requested by Buyer, at any time beginning twelve months after the
Purchase Date and ending eighteen months after the Purchase Date. Buyer may
only request that Sellers sell stock once during the six month period.
5. The request of Sellers for Buyer to purchase stock, or the
request of Buyer for Sellers to sell stock shall be in writing directed by the
sending party to the receiving party at the address set forth at the end of this
Agreement or such other address which may be have been furnished by the
receiving party to the sending party prior to the date of the notice. The notice
shall specify a "Closing Date," which shall be no sooner than 30 days from the
effective date of the notice. The effective date of the notice shall be the
date actually received by the receiving party if delivered by facsimile or hand
delivery, the day after the date sent if sent by overnight delivery service,
and five days after the date sent if sent by mail.
6. The purchase price of the Stock purchased by Buyer pursuant to
this Agreement shall be the price assigned to the Stock when it was issued to
Sellers on the Purchase Date plus ten percent. The purchase price shall be paid
by Buyer in cash on the Closing Date upon receipt from Sellers of the share
certificates purchased plus assignments legally sufficient to cause the
ownership of the shares to be transferred to Buyer.
7. During the period from the Purchase Date to the Closing Date or
until eighteen months following the Purchase Date, whichever comes first,
Sellers grant to Buyer an irrevocable proxy to vote the Purchase Price Shares
and the Retained Shares on any matter which may come before the stockholders of
Circuit Research Labs, Inc. for vote of the shareholders, including the right to
consent to matters without a meeting of shareholders, and the right to receive
and waive notice of all meetings of shareholders. This proxy is coupled with an
interest in the shares and is irrevocable. Sellers will execute any written
proxy document consistent with the intent of this section at any time at the
request of Buyer.
8. For the purposes of this Agreement the Purchase Price Shares and
the Retained Shares shall include all shares received by Sellers as a result of
stock splits, stock dividends, distributions or otherwise as a result of
ownership of the Purchase Price Shares and the Retained Shares. Sellers shall
receive all dividends and distributions paid on account of the Purchase Price
Shares and the Retained Shares until such time as they are transferred to Buyer.
9. This Agreement is in the English language and in the event of any
conflict between the English original and any German translation hereof, the
English version shall govern.
10. Each party agrees to execute, acknowledge and deliver such other
and further documents, instruments and statements as may be necessary to carry
out the intent and provisions of this Agreement and to comply with all
applicable laws, rules and regulations.
11. If there is any arbitration or litigation by or among the parties
to enforce or interpret any provision of this Agreement or any rights arising
hereunder, the unsuccessful party
in such arbitration or litigation, as determined by the arbitrator or court,
shall pay to the successful party, as determined by the arbitrator or court, all
costs and expenses, including without limitation attorneys' fees and costs,
incurred by the successful party, such costs and expenses to be determined by
the arbitrator or court sitting without a jury.
12. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and permitted assigns.
13. This Agreement shall be governed by, and construed in accordance
with, the laws of the state of Arizona, without the application of any law of
conflicts of laws that would require or permit the application of the laws of
any other jurisdiction.
14. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. A faxed signature by either of the
parties on this Agreement will be deemed an original signature, and will be
fully binding upon such party.
15. This Agreement is not intended to amend or alter the CRL
Agreement in any way, and if there is conflict between provisions of the CRL
Agreement and the description of such provisions in this Agreement, the terms
of the CRL Agreement shall prevail.
Ludwigsburg, November 16, 2001
/s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxxxx Xxxxxxxxxxx
0000 Xxxx Xxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
XXX
DIALOG4 SYSTEM ENGINEERING GmbH
/s/ Berthold Burkhardtsmaier
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Name: Berthold Burkhardtsmaier
Title: Managing Director
/s/ Berthold Burkhardtsmaier
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Berthold Burkhardtsmaier
/s/ Xxxxxxxx Burkhardtsmaier
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Xxxxxxxx Burkhardtsmaier
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Xxxxxxxxx Xxxxx
Address of all Sellers:
Xxxxxxxxxxxxxxx 00
X-00000 Xxxxxxxxxxx, Xxxxxxx
