EXHIBIT 10.11
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (the "Agreement"), dated as of October 10, 1995,
is entered into by and among MILCOM INTERNATIONAL, INC., a Delaware corporation
(the "Company") and each of the stockholders of the Company listed on Exhibit A
hereto (individually, a "Stockholder," and collectively, the "Stockholders").
R E C I T A L S
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A. The Company desires to repurchase from the Stockholders and the
Stockholders desire to sell to the Company shares of the Company's Common Stock
(the "Repurchased Shares"), as set forth herein.
B. It is a condition to the obligations of the Investors under the Stock
Purchase Agreement dated October 10, 1995 (the "Purchase Agreement") by and
among the Company, the Stockholders and the persons listed in Exhibit 1.1A
thereto (the "Investors") that this Agreement be executed by the parties hereto,
and the parties are willing to execute this Agreement and be bound by the
provisions hereof.
A G R E E M E N T
- - - - - - - - -
NOW THEREFORE, in consideration of the mutual promises and agreements
herein, and subject to the terms and conditions hereinafter set forth, the
parties hereby agree as follows:
1. REPURCHASE. Each of the Stockholders agrees to and does hereby sell,
transfer and convey the Repurchased Shares set forth opposite such Stockholder's
name on Exhibit A attached hereto, free and clear of all liens, claims and
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encumbrances, to the Company and the Company agrees to and does hereby purchase
such Repurchased Shares. In consideration of the sale and transfer of the
Repurchased Shares and in full payment therefor, the Company shall pay to the
Stockholders the aggregate purchase price of $12,500,000 cash (the "Repurchase
Price"), payable to the Stockholders in the respective amounts set forth on
Exhibit A attached hereto.
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2. DELIVERIES. Concurrently with the purchase and sale contemplated by
Section 1, the Stockholders shall deliver duly executed stock powers
transferring the respective amounts of the Repurchased Shares to the Company,
and the present outstanding certificates representing the Repurchased Shares
registered in the respective names of the Stockholders shall be cancelled and
returned to the Company's stock record book. Against delivery by Stockholders
of the stock certificates representing the Repurchased Shares, the Company shall
wire transfer the amount of the Repurchase Price for the Repurchased Shares to
each of the Stockholders as set forth on Exhibit A.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDERS. Each
Stockholder hereby represents and warrants to the Company as follows:
3.1 LEGAL POWER. Such Stockholder has the requisite legal power and
authority to enter into this Agreement, to deliver the Repurchased Shares and to
carry out and perform his or her obligations under the terms of this Agreement.
3.2 TITLE TO SHARES. Such Stockholder is the owner of the respective
Repurchased Shares set forth opposite such Stockholder's name on Exhibit A
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hereto. Upon delivery of the Repurchased Shares and payment of the Repurchase
Price therefor, such Stockholder will convey to the Company valid and marketable
title to the Repurchased Shares, free and clear of any liens, encumbrances,
security agreements, equities, charges, restrictions and claims.
4. EFFECTIVENESS. As a condition to the effectiveness of this Agreement,
the Company, the Stockholders, and the Investors shall have closed the
acquisition of stock pursuant to the Purchase Agreement.
5. STOCKHOLDERS' INDEMNITY OF THE COMPANY. Each Stockholder shall
indemnify, protect, defend and hold free and harmless the Company from and
against all claims, losses, liabilities, damages, deficiencies, costs and
expenses, including attorneys', accountants' and expert witness' fees and the
costs and expenses, as incurred, of enforcing the indemnification (hereafter
"Damages") (including, without limitation, losses resulting from the defense,
settlement or compromise of a claim or demand or assessment) incurred by the
Company as a result of any breach by such Stockholder of any of his
representations, warranties or covenants contained in this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
COMPANY:
MILCOM INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, President
STOCKHOLDERS:
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
/s/ KI NAM
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Ki Nam
/s/ XXXXXXXX XXXXXXXX
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Xxxxxxxx Xxxxxxxx
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/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
/s/ XXXX X. DOI
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Xxxx X. Doi
/s/ XXXXXX XXXX
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Xxxxxx Xxxx
/s/ XXXXXX XX
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Xxxxxx Xx
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
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