STOCK PURCHASE AGREEMENT
This Agreement, dated as of July 9, 2001, is among UM EQUITY CORP, a
Delaware corporation (the "Company"), and XXXX XXXXXXXXX and XXXX XXXXXX (each
herein referred to as a "Buyer").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, the parties
agree as follows:
1. Effective as of the date hereof, Company sells, conveys and
transfers to each Buyer, and each Buyer purchases from Company, 750,000 shares
of common stock (the "Stock") of Cybex International Corporation ("Cybex"), for
the purchase price indicated in Paragraph 2. Simultaneously with the execution
and delivery of this Agreement, the Company is forwarding, or is causing to be
forwarded, to the transfer agent for Cybex's Common Stock, one or more
certificates representing the Stock to be transferred to each Buyer, accompanied
by duly executed stock powers and appropriate transfer instructions.
2. (a) The purchase price for each share of the Stock purchased
hereunder will be the average of the high and low sale prices of the Stock on
the American Stock Exchange on the date hereof or, if there are no trades on
such Exchange on the date hereof, then the high and low sale prices of the Stock
on the American Stock Exchange on the most recent date prior to the date hereof
on which there is a trade.
(b) The purchase price payable by each Buyer shall be
represented by the Promissory Note of the Buyer, dated July 9, 2001, payable to
the order of the Company, in a principal amount equal to the aggregate purchase
price so payable by such Buyer. The Note shall be executed by the Buyer and
delivered to the Company promptly upon the determination of the purchase price.
3. (a) The Company represents and warrants to each Buyer that it has
full power, authority and corporate authorization to execute, deliver and
perform this Agreement, including the sale and transfer of Stock hereunder, and
it is delivering to such Buyer good and marketable title to the shares issued to
him or her hereunder, such shares being validly issued, non-assessable shares of
Cybex's Common Stock.
(b) Each of the Buyers warrants to the Company that he or she
has full power and authority to execute, deliver and perform this Agreement and
the Note to be delivered by such Buyer, and that the Note when executed and
delivered as contemplated hereby shall constitute the valid and binding
obligation of such Buyer, enforceable in accordance with its terms.
4. (a) All references in this Agreement shall include the singular and
plural and the masculine, feminine and the neuter, if applicable.
(b) This Agreement (i) inures to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns,
(ii) represents the entire understanding
and agreement between the parties with respect to the subject matter hereof, and
supersedes all prior negotiations, understandings and writings between the
parties hereto, and (iii) shall be construed in accordance with the laws of the
State of New Jersey.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
UM EQUITY CORP
By: /s/ Xxxx Xxxxxxxxx, Chairman
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Xxxx Xxxxxxxxx, Chairman
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
