THIS AGREEMENT made the day of 2000 BETWEEN ENTERPRISE IRELAND of
Wilton Park House, Wilton Place, Dublin 2 (hereinafter called the "Vendor")
of the one part and STOCKER & YALE INC. a Massachusetts corporation with a
principal place of business located at 32 Hampshire Road, Salem, New
Hampshire, USA (hereinafter called the "Purchaser").
NOW IS IT HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires, the following
words and expressions shall have the following meanings:
"Company" means Corkopt Limited, a company registered in Ireland under
registration number 218133.
"Completion" means completion under clause 4 of the purchase and sale
of the Shares.
"Completion Date" means the day of 2000 or such later date
as may be agreed between the parties.
"Latest Completion Date" means the day of 2000.
"Issued Share Capital" means the entire issued share capital of the
Company comprising the following: 31, 312 "A" ordinary shares of
(pound)1 each, 36,534 "C" ordinary shares of (pound)1 each, 10,000
redeemable preference shares of (pound)1 each, BUT EXCLUDING the
297,000 "B" ordinary shares of (pound)1 each issued under the Business
Expansion Scheme.
"Shares" means together the 36,534 "C" ordinary shares of IR(pound)1
each (the "C Shares") and 10,000 Redeemable Preference Shares of
IR(pound)1 each (the "Preference Shares") in the share capital of the
Company registered in the name of the Vendor.
"Warranties" means the warranties to be given by the Vendor as set out
in the Schedule hereto.
1.2 Words denoting the singular shall include the plural and vice versa.
Words denoting any gender shall include all genders and words
denoting persons shall include corporations.
2. SALE AND PURCHASE
Subject to clause 3 below, the Vendor shall sell as beneficial owner and the
Purchaser shall purchase the Shares free from all liens, charges and
encumbrances and with all rights now or hereafter attaching thereto with effect
from completion.
3. CONDITION PRECEDENT
The within sale is subject to the Purchaser on or prior to the Completion Date
acquiring all of the Issued Share Capital. If the Purchaser has not acquired the
entirety of the Issued Share Capital by the Latest Completion Date, the
Purchaser may by notice in writing rescind the within Agreement which shall then
be at an end.
4. PURCHASE PRICE
The purchase price for the Shares shall be the sum of $255,798 payable by
bankers draft or telegraphic transfer. The entirety of the purchase price shall
be paid at completion. The said price is calculated as follows based on a
conversion rate of $1.15 to IR(pound)1 :-
Preference Shares: $ 11,500
Accrued Dividends on Preference Shares $ 498
C shares $243,800
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$255,798
5. COMPLETION
5.1 Completion shall take place at the offices of Ronan Daly Jermyn
Solicitors, 12 South Mall, Cork on the Completion Date and all matters
set out at subclauses 5.2 and 5.3 shall be effected.
5.2 The Purchaser shall:
1. Pay to the Vendor the Purchase Price by bankers draft or
telegraphic transfer
5.3 The Vendor shall deliver to the Purchaser:
i. Duly completed and signed share transfer accompanied by
the relative share certificate in respect of the Shares in
favour of the Purchaser.
ii. The Warranties executed under the seal of the Vendor.
6. AGREEMENT
This Agreement constitutes the whole agreement between the parties hereto
relating to its subject matter and no variations hereof shall be effective
unless in writing.
7. CLAUSE HEADINGS
The clause headings in this Agreement are for the convenience of the parties
only and shall not affect its interpretation.
8. GOVERNING LAW
The construction, validity and performance of this Agreement shall be governed
by the laws of Ireland.
SCHEDULE
Warranties
1. The Vendor is the sole beneficial owner of the Shares and the Shares
are free from all liens, charges and encumbrances.
2. There are no agreements or arrangements in force, other than this
Agreement which grant to any person the right to call for the transfer
of the shares SAVE THAT under the Articles of Association of the
Company the holders of the "A" Shares have rights of pre-emption in
relation to any sale of the Shares.
SIGNED for and on
behalf of the Vendor
in the presence of;
SIGNED for and on behalf
of the Purchaser in the
presence of;
Dated the day of 2000
ENTERPRISE IRELAND
(VENDOR)
AND
STOCKER & YALE INC.
(PURCHASER)
AGREEMENT
Ronan Daly Jermyn
Solicitors
12 South Mall
Cork
Ref: Corkopt 9367 Enterprise
Ireland Agreement