STOCK PURCHASE AGREEMENT Dated as of February 21, 2017 AMONG LSI INDUSTRIES INC. AS PURCHASER AND JAMES HEWES BENNETTStock Purchase Agreement • February 21st, 2017 • Lsi Industries Inc • Electric lighting & wiring equipment • Ohio
This Stock Purchase Agreement (“Agreement”) is entered into as of February 21, 2017 by and among LSI INDUSTRIES INC., an Ohio corporation (“Purchaser”), JAMES HEWES BENNETT (“Bennett”) and RECTOR SAMUEL HUNT III (“Hunt”, and together with Bennett, each a “Seller” and collectively the “Sellers”), and ATLAS LIGHTING PRODUCTS, INC., a North Carolina corporation (the “Company”).
LSI INDUSTRIES INC.Warrant Agreement • February 21st, 2017 • Lsi Industries Inc • Electric lighting & wiring equipment • Ohio
THIS IS TO CERTIFY THAT, for value received, _______or his permitted assigns (collectively, the “Registered Holder”) is entitled to purchase from LSI Industries Inc., an Ohio corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $ (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), _______of duly authorized, validly issued, fully paid and non-assessable Common Shares, no par value per share, of the Company (the “Warrant Shares”), and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of Common Shares purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., Cincinnati time, on February 21, 2022 (the “Expiration Date”). Receipt of this Warrant by the Registered Holder shall constitute acceptance of and agreement to the
BACKGROUNDLoan Agreement • February 21st, 2017 • Lsi Industries Inc • Electric lighting & wiring equipment • Ohio
Notwithstanding the foregoing, if the Leverage Ratio is less than or equal to 2.75 to 1.00 as of February 21, 2017 (after giving effect to the Acquisition of Atlas Lighting), then Pricing Level III shall be deemed to be the Applicable Margin until February 21, 2018 and the Applicable Margin shall thereafter be adjusted in accordance with the preceding paragraph.
