Exhibit 10.22
CLASS N COMMON STOCK REDEMPTION AGREEMENT
This Class N Common Stock Redemption Agreement (the "Agreement") is made as
of July 26, 2000 by and among SMTC Corporation, a Delaware corporation (the
"Company"), and each holder of shares of the Class N Common Stock, par value
$0.001 ("Class N Shares"), of the Company set forth on Schedule 1 hereto (each,
a "Holder", and collectively, the "Holders").
Recitals
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WHEREAS, each Holder holds the number of Class N Shares set forth on
Schedule 1 hereto;
WHEREAS, the number of Class N Shares held by each Holder corresponds to
the number of Class L exchangeable shares (the "Class L Shares"), as applicable
of SMTC Manufacturing Corporation of Canada, an Ontario corporation and a
subsidiary of the Company ("SMTC-Canada"), held by such Holder, and such Class N
Shares were issued to the Holders solely to provide the Holders with the right
to vote together with the holders of all other classes of common stock of the
Company;
WHEREAS, except for the voting rights set forth in Article 4.4.3 of the
Amended and Restated Certificate of Incorporation of the Company as in effect on
the date hereof, the Holders enjoy no rights or economic benefits as
shareholders of the Company in their capacity as holders of the Class N Shares;
WHEREAS, prior to the consummation of the initial public offering of the
Company's common stock and of the exchangeable shares (the "Exchangeable
Shares") of SMTC-Canada, the Class L Shares held by the Holders shall be
converted into Exchangeable Shares (the "Conversion") and the Company shall
issue one share of special voting stock which will be held by a trustee for the
benefit of the holders of the Exchangeable Shares and will provide the holders
of the Exchangeable Shares with substantially equivalent voting rights as will
be enjoyed by the holders of the Company's common stock; and
WHEREAS, the Company and the Holders desire that immediately prior to the
Conversion the Company shall redeem all of the Class N Shares in exchange for
the consideration set forth herein, which consideration is equal to the par
value of the Class N Shares to be redeemed hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
representations hereinafter set forth, the parties hereto hereby agree as
follows:
1. The closing of the redemption contemplated hereby (the "Closing")
shall occur immediately prior to, and shall be contingent upon, the Conversion.
The Closing shall take
place at the offices of XxXxxxxx Xxxxx, Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxx. At the Closing (i) the Company shall redeem all of the
Class N Shares held by each Holder, and as consideration therefor the Company
shall pay to each Holder in cash the amount set forth opposite the name of such
Holder on Schedule 1 hereto, and (ii) each Holder shall deliver to the Company
the certificate or certificates evidencing all of the Class N Shares held by
such Holder.
2. Each Holder agrees to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.
3. This Agreement contains the entire agreement among the parties with
respect to the transactions contemplated hereby and supersedes all prior
agreements and understandings among the parties with respect thereto. This
Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one and the same agreement. This
Agreement will be governed by and construed in accordance with the domestic laws
of the State of Delaware, without giving effect to any choice of law or
conflicting provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the laws of any jurisdiction other than the State
of Delaware to be applied.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the date first above written.
SMTC CORPORATION
By /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title:
X.X. XXXXXX CONSULTING INC.
By /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title:
XXXXXX INC.
By /s/ Xxxxxxx X'Xxxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title:
/s/ Xxxxxx Xxxxxxx
--------------------------------
XXXXXX XXXXXXX
XXXXXX ELECTRONICS GROUP, LIMITED
By /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Secretary-Treasurer
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SCHEDULE 1
Redemption
Holder Class N Shares Consideration
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X.X. Xxxxxx Consulting Inc. 23,092.4669 U.S. $23.09
Xxxxxx Inc. 23,092.4669 U.S. $23.09
Xxxxxx Xxxxxxx 4,437.6957 U.S. $4.44
Xxxxxx Electronics Group Limited 39,692.7625 U.S. $39.69
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