Exhibit 1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of June 24, 2003 by and
between Xxxxxxx Xxxxxx (the "Purchaser") and Xxxxxxx Uricho and SunTrust
Bank South Florida, Trustees of the Xxxxxx Uricho Revocable Living Trust
("Seller"), regarding the purchase of 1,994,000 shares of Common Stock of
Sunair Electronics, Inc. (the "Company"), par value $.10 per share (the
"Shares"), owned by Seller.
1. Terms.
Purchaser: Xxxxxxx Xxxxxx
Seller: Xxxxxx Uricho, Jr. Revocable Living Trust, SunTrust Bank South
Florida and Xxxxxxx Uricho, Trustees
Price: $3.88 per share or $7,736,720.00
Payable: At the end of 30 day due diligence period of the Company
commencing at full execution of this Agreement, assuming due diligence
review of the Company is satisfactory, $100,000 will be paid in cash.
Closing will be within 60 days thereafter, with balance of $7,636,720.00
payable in cash at Closing by wire transfer of immediately available funds.
Purchaser may extend Closing date by an additional 30 days by paying
additional $50,000 extension fee, which will be applied toward remaining
purchase price due. In the event that the Board of Directors of the Company
does not approve the acquisition and the Purchaser elects to proceed with a
shareholder meeting for purposes of 2(iv)(b) below, the parties shall agree
on an appropriate extension to the Closing date with no additional extension
fee; Closing shall occur within 30 days after shareholder meeting. Any and
all payments made toward purchase price shall be immediately refunded to
Purchaser in the event that (i) Seller is unable or unwilling to timely
close or (ii) condition 2(ii), 2(iii) or 2(iv) to Purchaser's obligations to
close is not satisfied, and Purchaser elects not to close as a result
thereof. If Seller is willing and able to timely close and Purchaser fails
to close for any reason other than the failure of condition 2(ii), 2(iii) or
2(iv), Seller shall be entitled to retain all payments theretofore made by
Purchaser without any recourse to Purchaser.
2. Conditions. The obligations of Purchaser to consummate the proposed
purchase will be subject to the satisfaction of the following conditions:
(i) Purchaser shall be satisfied with the results of its due diligence
review of the Company, which review shall be completed by no later than 30
days after full execution of this Agreement, (ii) the Company shall not have
issued any securities nor taken any other action out of the ordinary course
of business between the date of this Agreement and the Closing, (iii) the
representations and warranties of Seller contained herein shall be and
remain true and accurate as of the Closing Date, and (iv) either (a) the
acquisition of the Shares as contemplated herein shall have been approved by
the Board of Directors of the Company or (b) a shareholder meeting of the
shareholders of the Company shall have been held at which the shareholders
shall have voted that the Shares shall retain their current voting rights
after the acquisition.
3. Confidentiality of Information. The Purchaser agrees to hold in strict
confidence all information concerning the business and affairs of the
Company obtained from the Company and its agents (the "Confidential
Material"), to use such information solely for the purpose of evaluating the
purchase and to only make available such information to such officers,
employees and representatives (including legal and accounting
representatives) as is necessary for the Purchaser to evaluate the Company
or as may be required by law or regulation or to comply with the
requirements or receipt of approval of an applicable governing agency.
However, "Confidential Material" does not include any such information which
(i) is or becomes available to the public other than as a result of a
disclosure by the Company, (ii) was known to the Purchaser on a
nonconfidential basis prior to its disclosure by the Company, or (iii)
becomes available to the Purchaser on a nonconfidential basis from a source
other than the Company or its agents, provided that such source is not bound
by a confidentiality agreement with the Company known to the Purchaser. If
the purchase is not consummated, the Purchaser will return or destroy all
information so obtained. The Purchaser and the Company agree that they will
not issue a press release or make any public statement regarding the
purchase until the definitive agreement is signed by all parties and, after
the definitive purchase agreement is signed, that the Purchaser and the
Company will consult with each other before issuing any press releases or
otherwise making any public statements with respect to the purchase.
4. Representations and Warranties of Seller. (i) All of the Shares are
owned, and at the Closing will be owned, by Seller free and clear of all
liens, encumbrances, restrictions, claims, options, warrants, calls and
commitments of every kind; Seller has full legal right, power and authority
to enter into this Agreement and to sell, assign and transfer the Shares to
Purchaser; and, on the Closing Date, the delivery to Purchaser of the Shares
pursuant to the provisions of this Agreement will transfer valid title
thereto, free and clear of all liens, encumbrances, claims, options,
warrants, calls and commitments of any kind.
(ii) Seller has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement is a
legal, valid and binding obligation of Seller and is enforceable against
Seller in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally. Seller
need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency
in order to consummate the transactions contemplated by this Agreement.
(iii) The execution and delivery of this Agreement and the performance by
Seller of its obligations hereunder will not (a) violate of conflict with
any provision of the charter documents or By-Laws of the Company, each as
amended to date; or (b) constitute a violation of, or be in conflict with,
or constitute or create a default under, or result in the creation or
imposition of any encumbrance upon any property of Seller or Company
pursuant to (I) any agreement or instrument to which either Seller or
Company is a party or by which any of their properties is bound, or (II) any
statute, judgment, decree, order, regulation or rule of any court or
governmental or regulatory authority.
5. Expenses. Each party will bear his/her/its legal fees and other out-
of-pocket expenses of the transaction.
6. Commissions. Seller will be responsible for any commissions or
finder's fees which may be claimed by any third party in connection with the
transaction.
7. Miscellaneous. (i) This Agreement constitutes the entire agreement and
understanding between Seller and Purchaser and supersedes any prior
agreement and understanding relating to the subject matter of this
Agreement. This Agreement may be modified or amended only by a written
instrument executed by Seller and Purchaser.
(ii) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
(iii) This Agreement shall be construed in accordance with and governed by
the laws of the state of Florida.
(iv) For the purposes of executing this Agreement, (a) a document signed
and transmitted by facsimile shall be treated as an original document, (b)
the signature of any party on such document shall be considered as an
original, (c) the document transmitted (or the document of which the page
containing the signature or signatures of one or more parties is
transmitted) shall have the same effect as a counterpart thereof containing
original signatures, and (d) at the request of a party, each party who
executed a document transmitted by facsimile shall re-execute such document
or a counterpart as an original.
In witness whereof, the parties hereto have executed this Agreement
under seal as of the day and year first above written.
/s/Xxxxxxx X. Xxxxxx Witness /s/
Print Name:
Xxxxxx Uricho, Jr. Revocable Living Trust
Witness
By:/s/Xxxxxxx Uricho Print Name:
Xxxxxxx Uricho, Trustee
By:/s/ Witness
SunTrust Bank South Florida, Trustee Print Name:
