EXHIBIT 10.7
EXHIBIT 10.07
SHAREHOLDERS' CROSS-PURCHASE AGREEMENT
THIS AGREEMENT, made this 21st day of August, 1997, by and between XXXXXXX
XXXXXX ALNWICK, XXXXX ALNWICK, and EUROPEAN MICRO PLC (each being a
"Shareholder" and collectively the "Shareholders"), AND BIG BLUE EUROPE B.V., a
company registered under the laws of the Netherlands, with its principal place
of business at Xxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, The Netherlands (the
"Company").
WHEREAS, the Shareholders are presently active in the management of the
Company and own the following interests in it:
SHAREHOLDER NAME NUMBER OF SHARES PERCENTAGE OF TOTAL SHARES
---------------- ---------------- --------------------------
Xxxxxxx Xxxxxx Alnwick 132,500 25%
Xxxxx Alnwick 132,500 25%
European Micro PLC 265,000 50%
and,
WHEREAS, the Shareholders believe it to be in their best interests and in
the best interest of the Company to provide for continuity and harmony in
management, and,
WHEREAS, it is the Shareholders' desire to place certain restrictions on
the sale, transfer or encumbrance of shares of the company, and to provide for
the purchase by the remaining Shareholder of a deceased Shareholder's shares, to
provide for the purchase of a withdrawing Shareholder's shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is acknowledged, the
parties agree as follows:
1. VALUATION OF SHARES.
Unless altered as herein provided, for the purpose of determining the
purchase price to be paid for the shares of a Shareholder, the fair market value
of each share shall be, as of the date of this Agreement, Two and No/100 Dollars
U.S. dollars (U.S. $2.00).
The Shareholders shall redetermine the value of the shares within sixty
(60) days following the end of each calendar year. Such redetermination shall be
recorded in the form of Exhibit "A" attached hereto, with an executed original
to be provided to each Shareholder. If the Shareholders fail to make the
required annual redetermination of value for a particular year, the last
previously recorded value shall control.
2. RESTRICTION ON SALE.
No Shareholder shall sell, transfer, or assign his, her or its shares of
the Company to any person, firm or corporation without first receiving the
written consent of the other Shareholders, unless the Shareholder desiring to
make the sale, transfer, or assignments (hereinafter referred to as the
"Seller") shall have first complied with the Offer to Sell provisions as
hereinafter described and such Offer to Sell shall not have been accepted. Any
attempt to sell, transfer, or assign shares in contravention of the terms of
this Agreement shall be of no force or effect.
(a) OFFER TO SELL. The term "Offer to Sell" means a bona fide,
written offer to sell, transfer or assign shares owned by a Shareholder. The
written offer shall state all pertinent details regarding the proposed sale,
transfer or assignment including the price and terms, shall identify the
prospective purchaser, transferee or assignee desiring to obtain an interest in
the shares, and shall state the number of shares involved.
(b) NOTICE TO COMPANY AND SHAREHOLDERS. A copy of the
Offer to Sell shall be given to the other Shareholders and to the
Trustee.
(c) ACCEPTANCE OF OFFER. Within thirty (30) days after the receipt of
such Offer to Sell, the other Shareholders may, at their option, elect to
purchase all of the shares involved in the proposed sale, transfer or
assignment, with each Shareholder having a right to purchase his, her or its
proportionate number of shares. As an example, if there is an Offer to Sell
sixty shares, and there are three other Shareholders, each shall have a right to
purchase twenty shares. If one or more of the other Shareholders do not wish to
purchase their entire proportionate number of shares, the remaining shares shall
be divided equally among all other Shareholders who wish to purchase them. The
other Shareholders shall exercise their election to purchase by giving written
notice thereof to the Seller and the Trustee. The notice shall specify a date
for the closing of the purchase which shall not be more than sixty (60) days
after the date of giving such notice.
(d) PURCHASE PRICE. The purchase price for the shares of the Company
owned by the Seller shall be the higher of i) the present value (as of the date
of the election by the other Shareholders to purchase) of the price contained in
the Offer To Sell, or ii) the price as set forth in Paragraph 1 above.
(e) CLOSING OF PURCHASE. If the other Shareholders elect to purchase
all of the shares as provided in paragraph (c) above, then the closing of the
purchase shall take place within 90 days after the date the written notice is
received by the Seller as provided in Paragraph (c) above, at the principal
office of the Company (or at such other location agreed to by the Shareholders)
and the purchase price shall be paid by the payment of twenty percent (20%) in
cash at closing and by delivery of promissory notes for the balance payable in
eighteen (18) equal monthly installments of principal and interest commencing
one month after the closing. The promissory notes shall bear interest at the
rate of ten percent (10%) per annum from the date of closing and shall be in the
form of Exhibit "B" hereto. The indebtedness evidenced by the
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said promissory notes shall be secured by a lien against the shares being
purchased, with said lien to terminate at such time as the said promissory notes
are paid in full. Such shares shall be held by the Trustee until such time as
the promissory notes are paid in full.
(f) RELEASE FROM RESTRICTION. If the Offer to Sell is not accepted by
the other Shareholders, the Seller may make a bona fide sale, transfer or
assignment as provided in the Offer to Sell. If the Seller shall fail to make
such sale, transfer or assignment within thirty (30) days following the
expiration of the time provided above for the election of the other
Shareholders, such shares shall again become subject to all the restrictions of
this Agreement.
(g) TERMINATION OF EMPLOYMENT. If Xxxxxxx Xxxxxx Alnwick or Xxxxx
Alnwick shall cease to be a Director of the Company for any reason, they shall
be deemed to have presented an Offer to Sell to the Company as provided in this
Paragraph 2, at a per share price to be determined in accordance with Paragraph
1 above. If either Xxxx Xxxxxxxxxxx Xxxxxxxxx or Xxxxx Xxxxxx Xxxxxxx shall
cease to be a Director of the Company for any reason, European Micro PLC shall
be deemed to have presented an Offer to Sell to the Company as provided in this
Paragraph 2, at a per share price to be determined in accordance with Paragraph
1 above. If such offer shall not be accepted as to all of the shares then owned
by said terminating Shareholder, the terminating Shareholder shall be free to
retain any portion of the shares not so purchased by the other Shareholders.
3. RESTRICTION ON ENCUMBRANCE.
No Shareholder shall encumber or pledge the shares of the Company without
the prior written consent of the other Shareholders.
4. ENDORSEMENT OF SHARE CERTIFICATES.
(a) The shares of the Company authorized and issued to the
Shareholders shall be endorsed with the following:
NOTICE IS HEREBY GIVEN that the sale, assignment, transfer, pledge,
or other disposition of the shares represented by this certificate
are subject to a certain restrictive agreement dated August , 1997
between the Shareholders and the Company, a copy of which agreement
is on file in the office of the Managing Director of the Company.
(b) The parties hereto agree that, so long as this Agreement is in
effect, all shares of the Company to be issued hereafter shall be subject to
this Agreement and have endorsed thereon the appropriate notice contained in
Paragraph (a) above.
(c) No additional shares of the Company shall be issued without the
consent of all of the Shareholders hereto.
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(d) The certificates so endorsed shall be delivered to the Trustee to
be held by it or its successor subject to the terms and conditions of this
Agreement.
5. Debts/Losses:
The Shareholders agree that to the extent either of them suffers any loss
in relation to loans made or credit given to the Company or guarantees or
security given for the benefit of the Company, they shall make contributions one
to the other to equalize, on a pro-rate basis, the amount of the losses among
the Shareholders, based upon the percentage of shares of the Company then owned
by each Shareholder. The Shareholders also agree that to the extent that the
Company, in its ordinary course of business, becomes indebted to any
Shareholder, or to any company owned or controlled by a Shareholder upon
liquidation of the Company or upon the Company ceasing to do business, each
Shareholder shall make contributions to the other Shareholders, or to any
company owned or controlled by a Shareholder if such indebtedness is to a
company owned or controlled by a Shareholder, as is necessary to equalize the
amount of debt the Company has with regard to all Shareholders, or to any
company owned or controlled by a Shareholder, as applicable, based upon the
percentage of shares of the Company then owned by each Shareholder.
6. Notices.
Any and all notices, designations, consents, offers, acceptances, or any
other communication provided for herein shall be given in writing by certified
or registered mail, which- shall be addressed (in case of any Shareholder) to
the following addressees until such time as a different address has been
designated in writing sent to the other parties:
Xxxxxxx Xxxxxx Alnwick
Xxxxx Alnwick
000 Xxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 1 1743
European Micro PLC
00-00 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx
XX00 00X
England
Attention: Managing Director
7. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon:
(a) The written agreement of all of the Shareholders;
(b) The bankruptcy, receivership, or dissolution of the Company;
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(c) The death or dissolution of all Shareholders within a period of 30
days.
8. AMENDMENT OF AGREEMENT.
This Agreement may be altered, amended, or modified at any time by written
agreement signed by all of the Shareholders.
9. AGREEMENT TO BE BOUND
This Agreement shall be binding not only upon the parties hereto but also
upon their heirs, personal representatives, successors and assigns, and the
parties hereto agree for themselves and their heirs, personal representatives,
successors and assigns to execute any instruments in writing which may be
necessary or proper in carrying out the purposes of this Agreement.
10. MISCELLANEOUS PROVISIONS.
This Agreement shall be governed by the laws of the State of Florida, USA
or, where necessary, by the laws of the Netherlands, and contains the entire
agreement of the parties hereto. The headings used throughout this Agreement are
for convenience only and have no significance in the interpretation of the body
of this Agreement and the parties hereto agree that they are to be disregarded
in construing the provisions of this Agreement. All references made herein to
plural or singular or to masculine or feminine or neuter gender shall be deemed
interchangeable as the context requires.
11. TERMS.
The term " personal representative" shall include the terms " executor"
and " executrix"; the term "Articles of Incorporation" shall include the 'term
"Articles of Association"; the term "Shareholders" shall include the term
"Stockholders"; and the term "Company" shall include the term "Corporation."
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officers the Shareholders have hereunto set their hands and
seals the day and year first above written, and the Trustee has caused this
Agreement to be signed by its duly authorized officer.
COMPANY
BIG BLUE EUROPE B.V. (SEAL)
By: /s/ BAS LEEVWERKE
---------------------------
BAS LEEVWERKE, Managing
Director
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SHAREHOLDERS
Witnesses:
-----------------------
Name:
/s/ XXXXXXX XXXXXX ALNWICK
----------------------- --------------------------
Name: XXXXXXX XXXXXX ALNWICK, Shareholder
-----------------------
Name:
/s/ XXXXX ALNWICK
----------------------- -----------------
Name: XXXXX ALNWICK, Shareholder
EUROPEAN MICRO PLC
-----------------------
Name:
/s/ XXXXXXXX XXXXXXX
----------------------- --------------------
Name: XXXXXXXX XXXXXXX, Managing Director
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EXHIBIT "A"
To: Big Blue Europe BV
Xxxxxxxxxxx XX,
0000 XX Xxxxxxxxx
The Netherlands
Attention: Bas Leevwerke
SHARE VALUATION
FOR
BIG BLUE EUROPE B.V.
The undersigned shareholders of Big Blue Europe B.V. mutually agree on
this _____ day _______________, 19___, that for the purposes of the Trusteed
Shareholders' Cross-Purchase Agreement dated August ____, 1997, each share of
Big Blue Europe B.V. has a value of U.S. $______________.
EUROPEAN MICRO PLC
By:
-------------------------- -------------------------
XXXXXXX XXXXXX ALNWICK -----------, Managing Director
-------------------------
XXXXX ALNWICK
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Exhibit "B"
PROMISSORY NOTE
U.S. $______________ _______________, 199_
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
________________________ the principal sum of _______________ and /100 U.S.
Dollars (U.S. $_________________ ), together with interest from ______________,
19__ at the rate of ten (10%) per cent per annum until maturity, said principal
and interest being payable as follows:
Principal and interest in the sum of U.S. $_________ shall be due and
payable on , 19_ and on the 1st day of each succeeding month
thereafter, until paid in full.
This note is prepayable in whole or in part without penalty.
If this note or any installment of principal or interest as set forth
above be not promptly and fully paid within 15 days of the date it is due, then,
at the option of the holder, this note shall be accelerated without notice to
the maker, and the then unpaid principal balance and accrued interest shall
become due and payable forthwith and said unpaid principal balance and accrued
interest shall bear interest at the hereafter specified deferred rate.
The maker waives demand, protest, and notice of maturity, non-payment or
protest and all requirements necessary to hold him liable as maker.
The maker further agrees to pay all costs of collection, including a
reasonable attorney's fee in case the principal of this note or any payment on
the principal or any interest thereon is not paid at the respective maturity
thereof, or in case it becomes necessary to protect the security hereof, whether
suit be brought or not.
Deferred principal and interest payments shall bear interest at the rate
of 12 per cent per annum from their respective maturities until paid.
This note is to be construed and enforced according to the laws of the
State of Florida, USA.
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