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Exhibit 10.15
EMCORE CORPORATION
PURCHASE AGREEMENT
November 30, 1998
Hakuto Co., Ltd.
0-00 Xxxxxxxx
0-xxxxx, Xxxxxxxx-xx
Xxxxx, Xxxxx
Uniroyal Technology Corporation
Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Union Miniere Inc.
00000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxx
Dear Sirs:
EMCORE Corporation, a New Jersey corporation (the "Company"),
proposes to issue and sell to each of Hakuto Co., Ltd., Uniroyal Technology
Corporation and Union Miniere Inc. (each a "Purchaser" and collectively the
"Purchasers") the number of shares of its Series I Redeemable Convertible
Preferred Stock (the "Preferred Stock") listed on Exhibit A hereto. The
Preferred Stock will be convertible at the option of the holders thereof, unless
previously redeemed, into shares of common stock, no par value per share, of the
Company (the "Underlying Common Stock" and, together with the Preferred Stock,
the "Securities") at an initial conversion price of $14.00 per share of Common
Stock, subject to adjustment in certain events. The Preferred Stock is
redeemable, in whole or in part, at the option of the Company at any time if the
last reported sales price of the Company's common stock, no par value per share
(the "Common Stock") is $28.00 per share or greater for 30 consecutive trading
days, at a price of $14.00 per share, plus accrued and unpaid dividends, if any,
to the redemption date. Upon the occurrence of a Change in Control (as defined
below), the Company will be obligated either to offer to purchase all or any
part of each holder's Shares at a price equal to $14.14 per Share, plus accrued
and unpaid dividends, or to adjust the conversion price, as described herein.
The Shares of Preferred Stock are subject to mandatory redemption by the Company
on November 17, 2003.
The Securities will be offered without being registered under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance on
exemptions therefrom. Resale of the Underlying Common Stock shall be registered
in the future pursuant to the terms of a
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Registration Rights Agreement to be dated as of the date hereof (the
"Registration Rights Agreement") between the Company and the Purchasers.
In connection with the offer and sale of the Securities, the
Company has prepared a private placement memorandum (the "Memorandum") setting
forth or including a description of the Securities, the terms of the offering, a
description of the Company and any material developments relating to the Company
occurring after the date of the most recent financial statements included
therein. As used herein, the term "Memorandum" shall include in each case the
documents incorporated therein by reference.
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to you, and agrees with you, that as of the date hereof
and as of the closing date:
(a) (i) Each document, if any, filed or to be filed pursuant
to the Exchange Act and incorporated by reference in the Memorandum has complied
or will comply when so filed in all material respects with the Exchange Act and
the applicable rules and regulations thereunder and (ii) the Memorandum does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(b) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and
to conduct its business as it is currently being conducted and as described in
the Memorandum and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not have
a material adverse effect on the Company and its subsidiary, taken as a whole.
(c) The Company's only subsidiary is MicroOptical Devices,
Inc. Such subsidiary has been duly incorporated, is validly existing as a
corporation and is in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Memorandum and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiary, taken as a whole.
(d) The Preferred Stock has been duly authorized and, when
issued to and paid for by the Purchasers, will be validly issued, fully paid and
non-assessable and will not be subject to any preemptive rights or similar
rights. The Preferred Stock shall have the rights, preferences and privileges
and restrictions set forth in the form of Certificate of Amendment attached
hereto as Exhibit C (the "Certificate of Designation").
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(e) The Underlying Common Stock reserved for issuance upon
conversion of the Preferred Stock has been duly authorized and reserved and its
issuance in accordance with the Certificate of Designation has been approved,
and, when issued upon conversion of such Preferred Stock, will be validly
issued, fully paid and non-assessable and will not be subject to any preemptive
rights or similar rights.
(f) Each of this Agreement, the Registration Rights Agreement,
the Certificate of Designation and any other agreement to which the Company is a
party contemplated hereby (the "Transaction Documents") has been duly authorized
by the Company and, when executed and delivered by the Company, will be a valid
and binding agreement of the Company, enforceable in accordance with its terms
except as (x) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (y) rights
of acceleration, if applicable, and the availability of equitable remedies may
be limited by equitable principles of general applicability.
(g) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, each of the Transaction
Documents will not (1)(A) contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or its subsidiary that is material to the
Company and its subsidiary, taken as a whole, or any judgment, order or decree
of any governmental body, agency or court having jurisdiction over the Company
or any subsidiary, (B) or result in a breach of or constitute (upon notice or
lapse of time or both) a default under any indenture, mortgage, agreement,
contract or other material instrument binding upon the Company or its subsidiary
that is material to the Company and its subsidiary, taken as a whole, or result
in the creation or imposition of any lien, security interest, mortgage, pledge,
charge or other encumbrance, of any material nature whatsoever, upon any
properties or assets of the Company, and (2) no consent, approval, authorization
or order of, or qualification with, any governmental body or agency or other
party (other than consent by First Union National Bank which has been obtained)
is required for the performance by the Company or its subsidiary of its
obligations under this Agreement or the Registration Rights Agreement except
such as may be required by and has been obtained (except in connection with the
resale of the Underlying Common Stock) pursuant to the securities or Blue Sky
laws of the various states in connection with the offer and sale of the
Securities.
(h) Since the respective dates as of which information is
given in the Memorandum, and except as described in the Memorandum, there has
not occurred any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise,
or in the earnings, business or operations of the Company and its subsidiary,
taken as a whole, from those set forth in the Memorandum.
(i) There are no legal or governmental proceedings pending or,
to the best of the Company's knowledge, threatened and to the best of the
Company's knowledge investigations by any governmental body pending to which the
Company or its subsidiary is a party or to which any of the properties of the
Company or its subsidiary is subject, or related to environmental or
discrimination matters, or which could have an adverse effect on the power or
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ability of the Company to perform its obligations under this Agreement or the
Registration Rights Agreement or to consummate the transactions contemplated by
the Memorandum, other than proceedings accurately described in all material
respects in the Memorandum and proceedings that would not have a material
adverse effect on the Company and its subsidiary, taken as a whole.
(j) The Company has not directly, or through any agent, (i)
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of either the Securities or any security (as defined in the Securities
Act) which is or will be integrated with the sale of the Securities in a manner
that would require the registration under the Securities Act of the Securities
or (ii) engaged in any form of general solicitation or general advertising or
similar conduct in connection with the offering and sale of the Securities (as
those terms are used in Regulation D under the Securities Act) or in any manner
involving a public offer or sale within the meaning of Section 4 (2) of the
Securities Act. The Company is selling the Securities in compliance with an
exemption from the Securities Act. Notwithstanding the above, the Company shall
register the resale of the Underlying Common Stock pursuant to the terms of the
Registration Rights Agreement.
(k) The Company has not been advised, and has no reason to
believe, that either it or any of its subsidiaries is not conducting its
business in compliance with all applicable laws, rules and regulations of the
jurisdictions in which it is conducting business, including, without limitation,
all applicable local, state and federal environmental laws and regulations;
except where failure to be so in compliance would not materially adversely
affect the condition (financial or otherwise), business, results of operations
or prospects of the Company and its subsidiary.
(l) The authorized capital stock of the Company consists of
23,529,411 shares of Common Stock, of which 9,379,411 shares are issued and
outstanding as of November 23, 1998 and 5,882,353 shares of preferred stock of
which 2,000,000 shares are designated as Series I Preferred Stock, and no shares
of preferred stock are issued and outstanding prior to the consummation of the
transactions contemplated by this Agreement. Each outstanding share of capital
stock of the Company is validly authorized and issued, fully paid and
nonassessable, without any personal liability attaching to the ownership
thereof, and has not been issued and is not owned or held in violation of any
preemptive or similar rights of shareholders. There is no commitment, plan or
arrangement to issue, and no outstanding option, warrant or other instrument
which by its terms is convertible into, or exercisable for, preferred stock or
Common Stock, except as may be properly described in the Memorandum.
(m) All of the outstanding shares of the subsidiary of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable, without any personal liability attaching to the ownership
thereof. The Company's ownership of the subsidiary is as set forth in the
Memorandum, and the shares of such subsidiary owned by the Company are owned of
record and beneficially by the Company, directly, free and clear of any security
interests, liens, encumbrances, equities or other claims.
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(n) Except as disclosed in the Memorandum, to the knowledge of
the Company, the Company and/or its subsidiary own or possess adequate licenses
or other rights to use, free and clear of all liens, charges and encumbrances
and restrictions of any kind whatsoever other than existing licenses granted by
the Company and/or its subsidiary, all patents, patent rights, inventions, trade
secrets, licenses, know-how, proprietary techniques, including processes and
substances, trademarks, service marks, trade names, and copyrights that are
described in the Memorandum. The Company is not aware of any claim by a third
party regarding infringement on such party's intellectual property. The Company
requires all employees, agents, consultants and independent contractors to
execute confidentiality and non-disclosure agreements prior to being granted
access to the Company's facilities or being exposed to any confidential
information in the Company's custody or control.
(o) Except as set forth in the financial statements included
in the Memorandum, neither the Company nor its subsidiary is aware of any
material liability (whether asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, and whether due or to become
due).
(p) The Company and its subsidiary have filed or caused to be
filed, in a timely manner, all income tax returns, all material tax returns,
reports and declarations which are required to be filed by it in the ordinary
course of business and in accordance with all applicable laws and regulations.
All information in such tax returns, reports and declarations is complete and
accurate in all material respects. The Company and its subsidiary has paid or
caused to be paid all taxes due and payable or claimed due and payable in any
assessment received by it, and has collected, deposited and remitted in
accordance with all applicable laws, all sales and/or use taxes applicable to
the conduct of its business, except taxes the validity of which are being
contested in good faith by appropriate proceedings diligently pursued and
available to the Company or its subsidiary, as the case may be, and with respect
to which adequate reserves have been set aside on the Company's or its
subsidiary's books. Adequate provision has been made for the payment of all
accrued and unpaid federal, state, local, foreign and other taxes whether or not
yet due and payable and whether or not disputed.
(q) The Company represents and warrants that the information
contained in the following documents is true and correct in all material
respects as of their respective filing dates:
(i) the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1997;
(ii) the Company's Quarterly Reports on Form 10-Q
required to be filed with the SEC for the three-month periods ended December 31,
1997, March 31, 1998 and June 30, 1998;
(iii) the Company's Current Reports on Form 8-K filed
with the SEC since September 30, 1997, if any; and
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(iv) Notice of Annual Meeting and Proxy Statement for
the Company's 1998 Annual Meeting of Stockholders.
(r) The Company has filed with the Commission all reports
("SEC Reports") required to be filed by its under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). All of the SEC Reports filed by the
Company comply in all material respects with the requirements of the Exchange
Act. None of the SEC Reports contains, as of the respective dates thereof, any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made. All financial
statements contained in the Memorandum and the SEC Reports have been prepared in
accordance with generally accepted accounting principles consistently applied
("GAAP"). Each balance sheet presents fairly in accordance with GAAP the
financial position of the Company or its subsidiary, as applicable, as of the
date of such balance sheet, and each statement of operations, of stockholders'
equity and of cash flows presents fairly in accordance with GAAP the results of
operations, the stockholders' equity and the cash flows of the Company or its
subsidiary, as applicable, for the periods then ended.
(s) The Company is not aware of any Year 2000 non-compliance
issues internal to the Company and its subsidiary, including but not limited to
liability on the part of the Company or its subsidiary, remediation costs, or
risks associated with non-compliance by information technology and
non-information technology systems of the Company, that are likely to result in
any material, adverse effect on the business, financial condition or results of
operations of the Company or its subsidiary. To the Company's knowledge, without
independent investigation, no third party Year 2000 non-compliance is reasonably
likely to have a material adverse effect on the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each
Purchaser hereby represents and warrants to the Company, and agrees with the
Company, that as of the date hereof:
(a) Such Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has full right and power to execute and deliver this Agreement
and all other agreements and instruments contemplated hereby to which such
Purchaser is a party, and to perform its obligations hereunder and thereunder.
The execution, delivery and performance of this Agreement and all other
agreements and instruments contemplated hereby to which such Purchaser is a
party have been duly authorized by all necessary corporate action by such
Purchaser.
(b) No consent, approval or authorization of any persons or
entities is required in connection with such Purchaser's execution or delivery
of this Agreement or consummation of the transactions contemplated hereby.
(c) The Securities are being purchased for such Purchaser's
own account, for investment purposes only, not for the account of any other
person, and not with a view to distribution, assignment or resale to others or
fractionalization, contrary to applicable securities
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laws. Such Purchaser further acknowledges that the offering and sale of the
Preferred Stock has not been filed with or reviewed by the Securities and
Exchange Commission because of the Company's representations that this is
intended to be a nonpublic offering pursuant to Section 4(2) and Rule 506 of
Regulation D of the Securities Act.
(d) Such Purchaser agrees that it will not sell, transfer or
otherwise dispose of any of the Securities unless they are registered under the
Securities Act or unless an exemption from such registration is available. To
transfer the Preferred Stock or the Underlying Common Stock if no registration
statement is then available, a Purchaser may, at the request of the Company,
submit to the Company an opinion of counsel reasonably satisfactory to the
Company that the proposed sale, transfer or disposition does not result in a
violation of the Securities Act or any applicable "blue sky" laws (collectively,
the "Securities Laws"); provided, HOWEVER, that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144 as long as the
Purchaser provides the Company with an appropriate broker's letter.
(e) Such Purchaser represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.
(f) Such Purchaser has evaluated the Memorandum including the
"Risk Factors" contained therein.
3. PURCHASE AND DELIVERY. The Company hereby agrees to sell to
each Purchaser, and each Purchaser, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agrees to purchase from the Company the number of shares of Preferred Stock
listed on Exhibit A for an aggregate purchase price as listed on Exhibit A.
Payment for the Preferred Stock shall be made against delivery
of the Preferred Stock at a closing to be held at such time and on such date,
not later than November __, 1998, as shall be agreed to by the Purchasers and
the Company. The time and date of such payment are herein referred to as the
"Closing Date." Payment for the Preferred Stock shall be made by wire transfer
of immediately available funds to the bank account to be specified in writing to
you.
Certificates for the Preferred Stock shall be in definitive
form and registered in such names and in such denominations as you shall
request. The certificates evidencing the Preferred Stock shall be delivered to
you on the Closing Date with any transfer taxes payable in connection with the
transfer of the Preferred Stock to the Purchasers duly paid by the Company,
against payment of the purchase price therefor.
4. CONDITIONS TO CLOSING. The obligations of each Purchaser
under this Agreement to purchase the Preferred Stock will be subject to
satisfaction, on or before the Closing Date, of each of the following conditions
unless waived in writing by such Purchaser:
(a) The Company shall deliver to each Purchaser a certificate,
dated the Closing Date and signed by an executive officer of the Company, to the
effect that the representations and warranties of the Company contained in this
Agreement are true and correct
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as of the Closing Date and that the Company has complied with all of the
agreements and satisfied all of the conditions on its part to be performed or
satisfied on or before the Closing Date. The officer signing and delivering such
certificate may rely upon the best of his knowledge as to proceedings that are
threatened.
(b) The Company shall have executed the Registration Rights
Agreement.
(c) Xxxxxx Xxxxxxx, The AER Trust 1997, Xxxxxx Xxxxxxxx,
Xxxxxx Xxxxx-Xxxxxxx and Gallium Enterprises, Inc. shall have executed the
Tag-Along Rights Agreement, dated as of the date hereof between them and the
Purchasers.
(d) Purchasers shall have received from counsels to the
Company, opinion letters addressed to the Purchasers, dated as of the Closing
Date, in form and substance reasonably satisfactory to counsel for the
Purchasers.
(e) The Company shall deliver to such Purchaser a copy of the
agreement of First Union National Bank (the "Bank") to extend the termination of
the Company's revolving credit facility with the Bank beyond November 30, 1998,
which agreement shall be satisfactory in form and substance to Purchasers.
(f) The Company shall have received the Consent of the Bank,
and each other party whose consent is required, to the use of the proceeds of
the sale of shares contemplated hereunder.
(g) The Purchasers shall have received evidence of filing of
the Certificate of Designation.
(h) The Purchasers shall have agreed to purchase an aggregate
of at least 1,550,000 shares of Preferred Stock on the Closing Date.
5. COVENANTS OF THE COMPANY. In further consideration of the
agreements of the Purchasers contained in this Agreement, the Company covenants
as follows:
(a) The Company shall distribute to the registered holders of
Preferred Stock such reports, proxy statements and other financial information
as the Company provides to any stockholder, generally or are currently provided
by the Company to any stockholder and such non-confidential information which a
Purchaser shall reasonably request and reasonable access to the executive
officers of the Company.
(b) Except as set forth in the Registration Rights Agreement,
neither the Company nor any Affiliate will sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
the Securities Act) which could be integrated with the sale of the Securities in
a manner which would require the registration of the Securities under the
Securities Act.
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(c) Not to solicit any offer to buy or offer or sell the
Securities by means of any form of general solicitation or general advertising
(as those terms are used in Regulation D under the Securities Act) or in any
manner involving a public offering within the meaning of Section 4 (2) of the
Securities Act.
(d) Each certificate representing shares of Preferred Stock
will bear the legend contained in Exhibit B hereto.
(e) To list timely the Underlying Common Stock for trading on
the Nasdaq National Market in accordance with the rules of the National
Association of Securities Dealers, Inc.
(f) The Company shall use the proceeds from the sale of the
Preferred Stock hereunder in the manner set forth under the "Use of Proceeds"
section of the Memorandum.
(g) The Company shall place a stop order with the transfer
agent for the Company's Common Stock with respect to the shares subject to the
Tag-Along Rights Agreement dated as of the date hereof, between the Purchasers,
Xxxxxx Xxxxxxx, The AER Trust 1997, Xxxxxx Xxxxx-Xxxxxxx, Gallium Enterprises,
Inc. and Xxxxxx Xxxxxxxx (the "Tag-Along Rights Agreement"), prohibiting
transfers of such shares except in compliance with the Tag-Along Rights
Agreement and the Company agrees not to effect a transfer of any of the shares
subject to the Tag-Along Rights Agreement on its books, except in compliance
with the terms of the Tag-Along Rights Agreement.
6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement, all
representations and warranties made by the Company and each Purchaser herein and
in the certificates for the securities delivered pursuant hereto shall survive
for a period of 45 days following the distribution of the Company's audited
financials for fiscal 1999, except for those representations and warranties
contained in Section 1(d), (e), (f) and (g) hereof which shall survive
indefinitely. The covenants contained herein shall survive indefinitely.
7. INDEMNIFICATION.
(a) The Company shall not be required to indemnify a Purchaser
under Section 7(b) until such Purchaser's indemnifiable damages, individually or
in the aggregate, exceed $300,000 (the "HURDLE RATE"), at which point the
Company shall be responsible for all indemnifiable damages that may arise,
irrespective of the Hurdle Rate; and provided that indemnifiable damages shall
accumulate until such time as they exceed the Hurdle Rate, whereupon the
Purchaser shall be entitled to seek indemnification for the full amount of such
damages.
(b) INDEMNIFICATION BY COMPANY. Subject to paragraph (a)
above, the Company agrees to, and shall, indemnify the Purchasers and their
respective officers, directors, employees, shareholders, representatives,
controlling persons and agents and hold each of them harmless at all times after
the date of this Agreement, against and in respect of any and all
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damage, loss, deficiency, liability, obligation, commitment, cost or expense
(including the fees and expenses of counsel) resulting from, or in respect of,
any misrepresentation, omission, breach of warranty, or non-fulfillment of any
obligation on the part of the Company under this Agreement.
8. MISCELLANEOUS.
(a) This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(b) All notices and other communications provided for or
permitted hereunder shall be made in writing and shall be deemed given (i) when
made, if made by hand delivery, (ii) upon confirmation, if made by telecopier or
(iii) one business day after being deposited with a reputable next day courier
postage prepaid, to the parties as follows:
(x) if to a Purchaser, at the address listed in the
heading of this agreement; and
(y) if to the Company, to:
EMCORE Corporation
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to:
White & Case LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or such other address as such person may have furnished to the party giving
notice or other communication to this agreement in writing.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflict of
laws principles thereof.
(d) The Company and each of the Purchasers hereby irrevocably
submit to the jurisdiction of the state or federal courts located in New York
County, New York in connection with any suit, action or proceeding arising out
of or relating to this Agreement and the transactions contemplated hereby; the
foregoing shall in no way be deemed to constitute, or shall it be a general
consent by any party hereto, to the jurisdiction of any court in New York,
either
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generally or specifically, with respect to matters not arising out of, or
related to, this Agreement and the transactions contemplated hereby.
(e) The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
(f) This Agreement may not be amended except in writing signed
by the party against which enforcement is sought.
(g) This Agreement may not be assigned by the Company.
[signature page follows]
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Please confirm your agreement to the foregoing by signing in the space
provided below for that purpose and returning to us a copy hereof, whereupon
this Agreement shall constitute a binding agreement between us.
Very truly yours,
EMCORE CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx,
Vice-President
Agreed, November 30, 1998
HAKUTO CO., LTD.
By: /s/ XXXXXX XXXXXXXX
-------------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
UNIROYAL TECHNOLOGY CORPORATION
By: /s/ XXXXXX X. XXXX
-------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chairman and Chief Executive Officer
UNION MINIERE INC.
By: /s/ X. XXXXXXXXX
-------------------------------------------
Name: X. Xxxxxxxxx
Title: Director
By: /s/ X. XXX XXXXX
-------------------------------------------
Name: X. Xxx Xxxxx
Title: Director
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EXHIBIT A
PURCHASER NUMBER OF SHARES AGGREGATE PURCHASE PRICE
--------- ---------------- ------------------------
HAKUTO CO., LTD. $3,700,004.00
UNIROYAL TECHNOLOGY CORPORATION $8,999,998.0
UNION MINIERE, INC. $8,999,998.00
