Exhibit 1
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AGREEMENT TO PURCHASE COMMON STOCK
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between
Tamarix Investors Ltd., ("Tamarix"),
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and
Finprogetti s.p.a., with its head office on Xxx Xxxxx x.0, Xxxxx("Xxxxxxxxxxx").
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Whereas
- Finprogetti owns 1,635,000 shares of common stock of Trident Rowan Group Inc.
("TRG"), a Maryland, USA corporation the common stock of which is traded on the
NASDAQ stock market ("TRG Shares") and
- Finprogetti wishes to sell 1,000,000 (one million) of its TRG Shares to
Tamarix and Tamarix wishes to purchase such TRG Shares, and
- Finprogetti wishes to grant to Tamarix call options to purchase from
Finprogetti 635,000 (six hundred thirty-five thousand) of such TRG Shares, and
Tamarix wishes to grant to Finprogetti put options to sell to Tamarix 635,000
(six hundred thirty-five thousand) of such Shares.
Now therefore, the Parties hereto agree, on 7 March 1997, as follows:
1. Finprogetti undertakes to sell to Tamarix and Tamarix undertakes to
purchase from Finprogetti 1,000,000 (one million) TRG Shares owned by
Finprogetti, for the purchase price reflected below, on the Closing Date
defined below, and accomplished as described below.
a. The purchase price for such TRG Shares shall be $7.75 per share, which
Tamarix shall pay to Finprogetti at the Closing by wire transfer of
the aggregate amount, expressed in U.S. dollars, for credit to
Finprogetti's account at a national bank in New York. Finprogetti
shall give Tamarix a receipt for such payment at the Closing.
b. At the Closing Finprogetti shall deliver to Tamarix certificates for
the TRG Shares described in sect. 1a. duly endorsed in blank with
signatures guaranteed in form satisfactory to Tamarix. Finprogetti
shall also deliver to Tamarix at the Closing an irrevocable written
proxy to vote the 635,000 TRG Shares which are the subject of the Put
Options and the Call Options provided in Sections 2 and 3 hereof,
until the
date in 1999 which is two years after the Closing Date. Tamarix shall
give Finprogetti a receipt for such stock certificates and such proxy
at the Closing.
c. The Closing shall be held on the Closing Date, defined as the earlier
of (i) one business day before the date on which GKN Securities shall
set the offering price for the TRG Shares which are the subject of the
registration statement for a secondary offering of TRG Shares now
being considered by the Securities and Exchange Commission (the
"Pricing Date" and the "Registration Statement"), or (ii) 25 April
1997. If the Closing has not occurred on or before 25 April 1997
because Tamarix shall not have performed its obligations hereunder,
then Finprogetti shall not have any obligations under this Agreement.
d. If the Closing shall occur on or after the date that the Registration
Statement shall be effective (the "Effective Date"), the purchase and
sale of TRG Shares described in this sect. 1 shall be accomplished as
a market transaction, using the services of a broker. If the Closing
shall occur before the Effective Date, the Parties shall exchange the
stock certificates and the payment for the purchase price between them
directly, in a private transaction. The Parties have negotiated the
sales price, which reflects the fair market value for the TRG Shares
taking into account the large block of shares being sold, the "lockup"
requirements, and other factors.
2. Tamarix grants to Finprogetti options to sell to Tamarix 635,000 (six
hundred thirty-five thousand) TRG Shares, in whole or in part, owned by
Finprogetti, for the purchase price defined below, on the terms described
below, and accomplished as described below (the "Put Options").
a. The exercise price for such Put Options shall be $7.50 per share.
b. The Put Options shall be exercisable in whole or in part by
Finprogetti beginning on the date in 1998 which is one year after the
Closing Date, and ending on the date in 1999 which is two years after
the Closing Date.
c. Finprogetti shall exercise a Put Option by giving a written notice to
Tamarix stating the number of TRG Shares to be sold to Tamarix under
the Put Option.
d. On the 30th business day after the date of the written notice by
Finprogetti, at the place for giving notices to Tamarix provided in
Sect. 14 hereof, Finprogetti shall tender to Tamarix certificates for
the number of TRG Shares stated in the notice of exercise, duly
endorsed in blank with signatures guaranteed in form satisfactory to
Tamarix, and Tamarix shall tender to Finprogetti by wire transfer the
payment of the aggregate amount of the purchase price, expressed in
U.S. dollars, for credit to Finprogetti's account at a national bank
in New York. Tamarix shall give Finprogetti a receipt for such stock
certificates.
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3. Finprogetti grants to Tamarix options to purchase from Finprogetti 635,000
(six hundred thirty-five thousand) TRG Shares, in whole or in part, owned
by Finprogetti, for the purchase price defined below, on the terms
described below, and accomplished as described below (the "Call Options").
a. The exercise price for such Call Options shall be $7.50 per share.
b. The Call Options shall be exercisable in whole or in part by Tamarix
beginning on the Closing Date and ending on the date in 1999 which is
two years after the Closing Date.
c. Tamarix shall exercise a Call Option by giving a written notice to
Finprogetti stating the number of TRG Shares to be purchased by
Tamarix under the Call Option.
d. On the 30th business day after the date of the written notice by
Tamarix, at the place for giving notices to Tamarix provided in Sect.
14 hereof, Finprogetti shall tender to Tamarix certificates for the
number of TRG Shares stated in the notice of exercise, duly endorsed
in blank with signatures guaranteed in form satisfactory to Tamarix,
and Tamarix shall tender to Finprogetti by wire transfer the payment
of the aggregate amount of the purchase price, expressed in U.S.
dollars, for credit to Finprogetti's account at a national bank in New
York. Tamarix shall give Finprogetti a receipt for such stock
certificates.
4. Finprogetti represents and warrants that
a. as of the Closing Date, it shall own the 1,000,000 TRG Shares which
are the subject of Sect. 1 of this Agreement free and clear of any
liens, claims, or encumbrances;
b. as of 30 business days after the Closing Date, and until the date in
1999 which is two years after the Closing Date, it shall own the
635,000 TRG Shares which are the subject of Sects. 2 and 3 of this
Agreement, free and clear of any liens, claims, or encumbrances,
because on or before that 30th business day it shall take all
necessary steps to discharge the liens, claims or encumbrances on such
TRG Shares which now exist;
c. such TRG Shares will be, upon their sale to Tamarix pursuant to Sects.
1, 2 or 3 hereunder, validly and irrevocably sold;
d. such sales do not, and on the dates of sales to Tamarix will not,
violate any law, regulation or existing agreement to which Finprogetti
or TRG is a party, or affect the legal status of TRG;
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e. it has the legal ability to enter into this agreement; and
f. all necessary actions have been taken to authorize Finprogetti to
enter into this Agreement.
These representations, warranties and covenants shall survive the Closing
and the dates of sales by Finprogetti to Tamarix under the Put Options and
the Call Options.
5. In the event Finprogetti fails for any reason to deliver the certificates
for the TRG Shares in accordance with the provisions of Sect. 1 hereof, or
breaches any other provision herein agreed, Finprogetti shall transfer to
Tamarix 25,000 (twenty-five thousand) TRG Shares as security for payment of
actual damages suffered by Tamarix, which shall be reduced to 10,000 (ten
thousand) TRG Shares in case the Closing Date shall be later than 10 April
1997 (the "Damages Shares"). Receipt of Damages Shares shall not preclude
Tamarix from instituting legal proceedings to obtain compensation for the
damages suffered.
6. Finprogetti covenants that, from the date that it signs this Purchase
Agreement until the date in 1999 which is two years after the Closing Date,
it shall not sell to any third party the TRG Shares which are the subject
of this Agreement, or permit any liens, claims or encumbrances on such TRG
Shares, except in accordance with the applicable provisions of this
Agreement.
7. On or before the Closing Date, Finprogetti shall deliver to the Secretary
of TRG the letters of resignation from the TRG Board of the Directors, in
the form attached, of the following directors:
Dott. Xxxxx Xxxxxxxxxx
Dott. Xxxxxx Xxxxxxx
Dott. Xxxxxxxx Xxxxxxxx
Ing. Xxxxxxxxx Xxxxx Xxxxxx
Xxxx.ssa Xxxxx Xxxxx Ruzzon
Until the Closing Date, Finprogetti shall use its best efforts to take all
steps requested by Tamarix in order to insure that Directors nominated by
Tamarix shall be elected as Directors to TRG's Board. Until the earlier of
(a) the date in 1999 which is two years after the Closing Date, or (b) the
date when Tamarix shall have purchased from Finprogetti all of the 635,000
TRG Shares under the Put Options or the Call Options, Tamarix shall use its
best efforts to take all steps requested by Finprogetti in order to insure
that one Director nominated by Finprogetti shall be elected as a Director
to TRG's Board.
8. Finprogetti shall take the following actions concerning the following
agreements to which Finprogetti is a party:
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a. As to a one-page voting agreement dated July 1995, Finprogetti shall
sign the attached letter agreeing to cancel the agreement. Finprogetti
understands that TRG will undertake to secure the agreement of Dott.
Xxxxx Xxxxx-Condivi, Dott. Xxxxxx Xxxxxxx and Xx. Xxxxxx X. Xxxxx to
cancel that agreement.
b. As to the 17 July 1995 acquisition agreement between TRG and
Finprogetti, that agreement shall generally remain in effect.
Finprogetti understands that TRG has agreed to provide or secure the
consents necessary under that agreement to permit Finprogetti to sell
its TRG Shares to Tamarix and grant its proxy to Tamarix under this
agreement, will waive any prohibitions in that agreement against
Finprogetti's sale of the TRG Shares to Tamarix, and will terminate
the escrow for damages under that agreement. Furthermore, the TRG
Shares held in escrow under that agreement shall be released so that
they may form part of the TRG Shares sold to Tamarix. This Sect. 8.b
imposes no obligations upon Finprogetti to amend that acquisition
agreement or to take the actions which TRG has agreed to take.
c. As to the Portesi Agreement between Finprogetti and TRG entered in
1996, this agreement shall continue in full force and effect.
There is also an employment agreement between TRG and Dott. Xxxxxxxx, and
an employment agreement between TRG and Ing. Pugno Vanoni; the parties to
those agreements shall be solely responsible for terminating them, and
Finprogetti shall have no responsibility therefor. Finprogetti warrants and
represents that it is not aware of any other agreements between TRG and
Finprogetti besides those listed above.
9. In further consideration of the foregoing agreements, Finprogetti
generally releases Tamarix and TRG and covenants not to xxx them for
any claims or losses which it may have of any nature whatsoever
arising in law or at equity, under U.S. or foreign law. THIS RELEASE
AND COVENANT DOES NOT EXTEND TO ANY CLAIM OR LOSS WHICH MAY ARISE IN
CONNECTION WITH TAMARIX' OR TRG'S OBLIGATIONS UNDER THIS AGREEMENT, OR
TO ANY EVENT WHICH MAY OCCUR AFTER THE CLOSING.
10. Finprogetti shall enter into a "lockup" agreement(s) in the form
requested by the underwriter in connection with the secondary offering
of TRG Shares, the registration statement for which is currently being
considered by the Securities and Exchange Commission. In no event
shall Finprogetti be required to agree to a lockup agreement or to a
lockup period which is different from the lockup agreement or lockup
term to which Tamarix shall agree, which Tamarix anticipates will be
no more than 18 months.
11. This agreement is being made in New York State. As such, it will be
governed by the laws of New York State, excluding its principles of
conflicts of laws.
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12. Any dispute which may arise in relation to this agreement or any
document delivered in connection therewith, or interpretation of them,
shall be remitted to the exclusive jurisdiction of the courts of the
United States or New York State, sitting in the City and County of New
York.
13. The Closing shall be held at the offices of Xxxxxx, Xxxxxxx & Xxxxxxx,
0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 11:00 a.m. on the Closing Date,
or at such other place that the Parties may agree.
14. Each of the Parties acknowledges that the subject matter of this
agreement is highly confidential, and specifically acknowledges that
the proprietary information about the other Party which it has
received is valuable and that unauthorized disclosure of it or the
terms of this transaction could result in substantial economic harm to
the other Party. Each of the Parties therefore agrees that it shall
keep strictly confidential and shall not disclose the terms of this
agreement and any proprietary information about the other Party
disclosed in the course of these negotiations, to any person who is
not an employee, counsel, or potential investor. Each Party further
agrees that, prior to disclosing any of this information to such
persons, such Party shall advise them of the confidential and
proprietary nature thereof and shall secure their agreement not to
disclose such information to any third Party.
15. All notices about any matter which is the subject of this agreement or
any other document mentioned in this agreement shall be given in
writing by telecopier, with receipt affirmatively acknowledged by the
other Party, or by international recognized courier requiring a signed
receipt, to the following addresses:
Finprogetti: c/o Avv. Xxxxxxxx Xxxxxxx
Xxxxx Xxxxx Xxxxxx, 00
00000 Xxxx Xxxxxx
Voice telephone: 000-00-00-000-0000
Fax 000-00-00-000-000
Tamarix: x/x X. Xxxxxx Xxxxx, Xx., Xxx.
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx XXX 00000
Voice telephone: 000-000-0000
Fax: 000-000-0000
16. This agreement and the documents referred to in it present the entire
agreement between the Parties. No amendment, waiver or modification
may be made to this agreement except by
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a writing signed by the Parties.
Finprogetti S.p.A.
By /s/Dott. Xxxxxxx
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Dott. Xxxxxxx
Tamarix Investors Ltd.
By /s/Xx. Xxxxxx
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Xx. Xxxxxx
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