Exhibit 10.29
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 Xxxx Xxxxxx a 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
(the "Holder").
Recitals
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WHEREAS, the Holder holds the number of Class N Shares set forth on
Schedule 1 hereto;
WHEREAS, the number of Class N Shares held by the Holder corresponds to the
number of Class Y preferred shares (the "Class Y Shares") of SMTC Manufacturing
Corporation of Canada, an Ontario corporation and a subsidiary of the Company
("SMTC-Canada"), held by the Holder, and such Class N Shares were issued to the
Holder solely to provide the Holder 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 Holder enjoys no rights or economic benefits as
shareholders of the Company in his capacity as a holder 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 Y Shares held by the Holder will be sold to
SMTC Nova Scotia Company, a subsidiary of the Company in consideration for the
issuance of the same number of shares of Class L Common Stock of the Company
(the "Exchange"); and
WHEREAS, the Company and the Holder desire that simultaneously with the
Exchange 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 simultaneously with and shall be contingent upon, the Exchange. The
Closing shall take place at the offices of XxXxxxxx Binch, 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 the
Holder, and as consideration therefor the Company shall pay to the Holder in
cash the amount set forth opposite the name of the Holder on Schedule 1 hereto,
and (ii) the Holder shall deliver to the Company the certificate or certificates
evidencing all of the Class N Shares held by the Holder.
2. The 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/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President, Finance & Administration
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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SCHEDULE 1
Redemption
Holder Class N Shares Consideration
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Xxxx Xxxxxx 23,092.4669 U.S. $23.09
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