EXHIBIT 10.2
TERM SHEET FOR AGREEMENT BETWEEN XXXX ELECTROTECHNICA LTD.
AND QUADLOGIC CONTROLS GROUP
10 JUNE 1998
1. Xxxx Electrotechnica Ltd. ("XXXX") and Quadlogic Controls Group
("QUADLOGIC") wish to enter into an agreement (the "AGREEMENT") for the
sale of shares of common stock of Quadlogic ("SHARES") to Xxxx.
2. Xxxx will xxxxx to Quadlogic the right to sell shares to Xxxx (the "PUT").
2.1 By virtue of the Put, Quadlogic will be entitled to sell and require
Xxxx to purchase Shares in the share capital of Quadlogic having a
total purchase price of no less than $1,000,000 (the "MINIMUM AMOUNT")
and may require Xxxx to purchase Shares in the share capital of
Quadlogic having a total purchase price of no more than $2,000,000
(the "MAXIMUM AMOUNT").
2.2 Quadlogic may exercise the Put during a period (the "PERIOD OF THE
PUT") beginning on June 1, 1995 and ending on 31 December 1998 (the
"EXPIRATION DATE OF THE PUT").
2.3 Quadlogic may exercise the Put in full or in as many parts as it
wishes during the Period of the Put.
2.4 The price per Share under the Put shall be $1.35 for all shares which
Quadlogic sells Xxxx under the Put before 31 August 1998.
2.5 The price per Share under the Put shall be $1.62 for all shares which
Quadlogic sells to Xxxx under the Put after 31 August 1998.
3. If Quadlogic does not exercise the Put and sell the Maximum Amount to Xxxx
before the Expiration Date of the Put, Quadlogic will grant to Xxxx the
right (a "WARRANT") to purchase Shares in Quadlogic.
3.1 The exercise price per Share under the Warrant shall be $2.17
("WARRANT EXERCISE PRICE").
3.2 The exercise period of the Warrant shall begin on 1 January 1999 and
end on 31 December 1999.
3.3 The number of Shares exercisable under the Warrant shall be the
difference between the Maximum Amount and the dollar value of Shares
sold by Quadlogic to Xxxx under the Put before the Expiration Date of
the Put, divided by the Warrant Exercise Price.
Agreed to on 10 June 1998 for XXXX Agreed to on 10 June 1998 for
ELECTROTECHNICA LTD. by QUADLOGIC CONTROLS GROUP by
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxxxxxxx
Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx
Chairman CEO Chairman CEO
JUNE 12, 1998
MEETING OF THE BOARD OF DIRECTORS OF QUADLOGIC CONTROLS CORP.
Resolved, that the attached agreement between Xxxx Electrotechnica Ltd. and
Quadlogic Controls Corporation be approved.
Resolved, that Quadlogic sell $500,000 of its common stock at $1.35 per share
pursuant to said agreement.
Resolved, that the Board of Directors of Quadlogic be increased in size to five
members.
Resolved, that one of the vacancies of the Board of Directors be filled by
Xxxxxx X. Xxxxxx.
Resolved, that one of the vacancies of the Board of Directors be filled by
Xxxxxx Xxxxxxxx.
Agreed to on 12 June 1998
/s/ Xxxxx Xxxxxxxxxxxx
---------------------------------------
Xxxxx Xxxxxxxxxxxx
Director
/s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx
Director
MEETING OF THE BOARD OF DIRECTORS OF QUADLOGIC
15 JUNE 1998
Resolved, that pursuant to the attached agreement with Xxxx Electrotechnica, we
hereby issue the following shares of common stock of Quadlogic:
Xxxxxx Xxxxxxxx 17,592
Ben Zvi 10
Kiryat Tivon
Israel
Xxxx Xxxxxxx 75,000
Switzerland
Xxxx Xxxx 92,593
Xxxxxx
Xxxx Electrotechnica Ltd. 185,185
Industrial Zone
Tel Xxxxx Xxxxxx
P.O.B. 462
Israel
Agreed to this 15th of June 1998:
/s/ Xxxxx Xxxxxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxxxxx
Director
/s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
Director
