0000928169-03-000005 Sample Contracts

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Exhibit 2 AGREEMENT
Exhibit 2 Agreement • November 7th, 2003 • Herman Michael D • Radio & tv broadcasting & communications equipment • Florida

This Agreement ("Agreement") is made and entered into as of August 14, 2003, by and between Michael Herman, an individual resident of the state of Colorado ("Herman") and SunAir Electronics, Inc., a Florida corporation ("SunAir"). WHEREAS, Herman proposes to acquire certain shares of SunAir (the "Acquisition") held by the Robert Uricho, Jr. Revocable Living Trust, SunTrust Bank South Florida and Shirley Uricho, Trustees (the "Trust"). WHEREAS, the Trust owns approximately 54% of SunAir and public shareholders own approximately 46% of SunAir on an undiluted basis; and Herman desires that the Board of Directors of SunAir, approve the Acquisition in order to avoid the adverse voting rights consequences which otherwise would result under the Florida Control Share Act, Fla. Stat.ss.607.0902; and WHEREAS, SunAir desires that Herman provide certain commitments to ensure that the interests of the SunAir minority shareholders are protected, including by means of ensuring the continuity of the B

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