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EXHIBIT 10.3
XXXXX REDEMPTION AGREEMENT
THIS XXXXX REDEMPTION AGREEMENT (this "Agreement") is entered
into as of this 23rd day of April, 1996, by and among Xxxx X. Xxxxxx, as Trustee
of the Xxxxxx Living Trust, Xxxxxx X. Xxxxxxx , as Trustee of the Xxxxxxx 1986
Trust, Xxx Xxxx, an individual, Xxxxxx X. Xxxxxx, Xx., an individual,
(collectively, the "Founders") and Xxxxx Instruments Corp., a California
corporation (the "Company").
BACKGROUND FACTS
The Company desires to purchase from the Founders 71,361
shares of the Company's Series A Common Stock (the "Shares"), and the Founders
desire to sell the Shares to the Company, on the terms and conditions set forth
in this Agreement.
AGREEMENT
In consideration of the foregoing and the representations,
warranties and covenants set forth in this Agreement, the parties agree as
follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale of Shares. Subject to the terms and
conditions set forth in this Agreement, each of the Founders hereby sells,
transfers and delivers to the Company the number of shares of Series A Common
Stock as is set forth on Exhibit A opposite such Founder's name under the
heading "Number of Shares," and the Company hereby purchases, acquires and
accepts such shares from such Founder, for the purchase price as is set forth on
Exhibit A opposite such Founder's name under the heading "Purchase Price."
1.2 Delivery by the Founders. Concurrently with the execution
and delivery of this Agreement by each of the Founders, each Founder hereby
delivers to the Company a certificate representing the number of the Shares sold
by such Founder as provided on the attached Exhibit A, which certificates shall
be either duly endorsed in blank or accompanied by stock powers duly executed in
blank.
1.3 Delivery by the Company. Concurrently with the execution
and delivery of this Agreement by the Company, it hereby delivers to each of the
Founders the amount of their respective Purchase Price as provided on Exhibit A.
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ARTICLE II
REPRESENTATIONS, WARRANTIES AND CONSENT OF
THE COMPANY
The Company hereby represents and warrants to the Founders as
follows:
2.1 Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of California,
and the Company has full corporate power and authority, corporate or otherwise,
to execute and deliver this Agreement and to perform its obligations under and
to consummate the transactions contemplated by the Agreement, and all corporate
action of the Company necessary for such execution, delivery and performance has
been duly and validly taken and remains in full force and effect. This Agreement
has been duly and validly executed and delivered by the Company.
2.2 Binding Obligation. This Agreement constitutes the legal,
valid, and binding obligation of the Company enforceable in accordance with its
terms against the Company, except that (i) such enforcement may be limited by
the effect of applicable bankruptcy, reorganization, insolvency, moratorium, or
other laws of general application to or affecting the enforcement of creditors,
rights from time to time in effect; and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought.
2.3 No Violation. The consummation of the transactions
contemplated by this Agreement and fulfillment of the terms hereof will not
breach any of the terms and provisions of, or constitute a default by the
Company under, any agreement or instrument to which it is a party or by which it
is bound, or any statute, ruling, decree, judgment, order or regulation of any
governmental authority having jurisdiction over the Company or its property; and
no consent, approval, authorization or order of any court or governmental agency
or body is required for the consummation by the Company of the transactions on
its part contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE FOUNDERS
Each of the Founders represents and warrants to the Company as
follows:
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3.1 Title to Shares. Such Founder is the owner of his or its
respective number of Shares as set forth on Exhibit A opposite such Founder's
name under the heading "Number of Shares." No other person or entity has any
right, title, or interest, beneficially or of record, in or to such Shares owned
by such Founder, and such Shares are free and clear of any claims, liens,
encumbrances, security agreements, equities, options, charges, restrictions, or
other adverse interests, and can be delivered and surrendered to the Company
pursuant hereto without obtaining the consent or approval of any other person or
governmental authority. Upon the transfer and delivery of such Shares to the
Company in accordance with this Agreement, the Company will become the owner and
holder of all of such Shares free and clear of all liens, encumbrances, pledges,
claims, charges, restrictions, and other adverse interest (to the extent that
such Shares do not revert to unissued shares of the authorized capital of the
Company pursuant to this Agreement).
3.2 Authority. Such Founder has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations
under and to consummate the transactions contemplated by this Agreement. This
Agreement has been duly and validly executed and delivered by such Founder.
3.3 Binding Obligation. This Agreement constitutes the legal,
valid, and binding obligation of such Founder enforceable in accordance with its
terms, except that (i) such enforcement may be limited by the effect of
applicable bankruptcy, reorganization, insolvency, moratorium, or other laws of
general application to or affecting the enforcement of creditors, rights from
time to time in effect; and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought.
ARTICLE IV
GENERAL PROVISIONS
4.1 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
4.2 Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of the
State of California applicable to agreements made and to be performed wholly
within the State of California.
4.3 Entire Agreement. This Agreement and the Exhibit hereto
contain all of the agreements between the parties with
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respect to the matters contained herein and supersede all prior written or oral
and all contemporaneous oral agreements or understandings between the parties
pertaining to any such matters. No provision of this Agreement may be amended or
added to except by an agreement in writing signed by the parties to this
Agreement or their respective successors in interest and expressly stating that
it is an amendment of this Agreement.
4.4 Third Party Rights. The parties do not intend to confer
any benefit hereunder on any person, firm or corporation other than the parties
hereto.
4.5 Exhibit. The Exhibit referred to herein and attached
hereto is an integral part of this Agreement and is incorporated herein by this
reference.
4.6 Further Assurances. The parties agree to do such further
acts and things and to execute and deliver such additional agreements and
instruments as the other may reasonably require to consummate, evidence or
confirm the agreements contained herein in the manner contemplated hereby.
4.7 Assignment. This Agreement and the rights, duties, and
obligations hereunder may not be assigned by any party without the prior written
consent of the other parties, and any attempted assignment is void.
4.8 Successors and Assigns. Subject to Section 4.7 hereof,
this Agreement shall be binding upon each of the parties to it and their
respective permitted successors and assigns.
4.9 Severability. In the event any provision of this Agreement
shall finally be determined to be unlawful, such provision shall be deemed to be
severed from this Agreement and every other provision of this Agreement shall
remain in full force and effect.
4.10 Costs and Expenses. Each Party shall pay the costs and
expenses incurred by it in connection with the entering into and the completion
of this Agreement.
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The parties hereto have executed this Agreement as of the day
and year first above written.
"THE COMPANY"
XXXXX INSTRUMENTS CORP., a
California corporation
By: /s/ XXXXXX XXXXXXX
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"FOUNDERS"
/s/ XXXX XXXXXX
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Xxxx Xxxxxx, as Trustee of the
Xxxxxx Living Trust
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, as Trustee of the
Xxxxxxx 1986 Trust
/s/ XXX XXXX
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Xxx Ezra
/s/ XXXXXX X. XXXXXX, XX.
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Xxxxxx X. Xxxxxx, Xx.
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EXHIBIT A
SCHEDULE OF SHARES AND PURCHASE PRICES
NAME PURCHASE PRICE NUMBER OF SHARES
---- -------------- ----------------
Xxxxxx Living Trust $127,449.10 36,394
Xxxxxxx 1986 Trust $76,249.32 21,765
Xxx Xxxx $29,501.29 8,421
Xxxxxx Xxxxxx $16,749.28 4,781
------------------- -------------- ----------------
TOTAL $249,998.99 71,361
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