AGREEMENT
Exhibit
10.19
AGREEMENT,
dated as of this 24th
day of
February 2006, by and among Xxxxxx X. Xxxx (“Xxxx”), Xxxxx X. Xxxxxx (Xxxxxx”),
Xxxxxx X. Xxxxx (“Xxxxx”) and Xxxxxxx Xxxxx (“Youtt,” and, together with Levy,
Xxxxxx and Xxxxx, the “Parties”).
WITNESSETH:
WHEREAS,
the Parties are stockholders of Xxxxxxxxxx Holdings II, Inc., a Delaware
corporation (the “Company”), which, contemporaneously with the execution of this
Agreement, is acquiring all of the issued and outstanding capital stock of
Ranor, Inc., a Delaware corporation (“Ranor”); and
WHEREAS,
the allocation of stock in the Company was based on the assumption that Ranor
would be the first of at least two acquisitions, and, that, if a second
acquisition were not completed as contemplated by this Agreement, the Levy,
Xxxxxx and Xxxxx would transfer a portion of their shares to Youtt;
WHEREFORE,
the Parties do hereby agree as follows:
1. In
the
event that the Company or an entity in which the Company is at least a fifty
percent (50%) owner fails to make an acquisition of a Qualified Business,
as
hereinafter defined, during the Acquisition Period, as hereinafter defined,
then
Levy, Xxxxxx and Xxxxx will transfer to Youtt the following number of shares
(the “Transferred Shares”) of the Company’s common stock not later than ten (10)
business days after the expiration of the Acquisition Period:
Name
|
No.
of Transferred Shares
|
Levy
|
358,200
|
Xxxxxx
|
358,200
|
Xxxxx
|
79,600
|
796,000
|
2. The
Transferred Shares, when transferred to Youtt, shall be subject to the same
restrictions as are applicable to the shares in the hands of the transferors,
and Youtt will execute any agreement, including a standard investment
representation, reasonably requested by Levy, Reindl, Xxxxx or the Company
to
evidence such agreement.
3. As
used
in this Agreement, a Qualified Business shall mean one of more businesses,
whether operated as a partnership, corporation, limited liability company,
sole
proprietorship or otherwise, which in the aggregate are approximately the
size
to Ranor at August 17, 2005, the date of the stock purchase agreement among
Ranor Acquisition LLC, Ranor and the stockholders of Ranor, as determined
in
good faith by the Company’s board of directors.
4. The
Acquisition Period shall mean the twelve (12) month period commencing February
27, 2006, being the first business day following the acquisition by the Company
of Ranor; provided, however, that if, at the end of such twelve (12) month
period, the Company shall have entered into a letter of intent with respect
to a
Qualified Business (or a business which, when combined with previous
acquisitions, would result is a Qualified Business), and the Company is working
diligently toward the execution of an agreement and closing, then the
Acquisition Period shall be automatically extended for a period of three
(3)
months; and provided, further, that if, at the end of the three (3) month
period, the Company has executed a definitive contract but the closing has
not
occurred because of factors relating to the satisfaction by the seller of
its
closing obligations, the Acquisition Period shall be automatically extended
for
a further period of thirty (30) days.
5. This
Agreement constitutes the entire agreement between the Parties relating to
the
subject matter hereof, superseding any and all prior or contemporaneous oral
and
prior written agreements, understandings and letters of intent. This Agreement
may not be modified or amended nor may any right be waived except by a writing
which expressly refers to this Agreement, states that it is a modification,
amendment or waiver and is signed by all parties with respect to a modification
or amendment or the party granting the waiver with respect to a waiver. No
course of conduct or dealing and no trade custom or usage shall modify any
provisions of this Agreement.
6. All
notices provided for in this Agreement shall be in writing signed by the
party
giving such notice, and delivered personally or sent by overnight courier
or
messenger against receipt thereof or sent by registered or certified mail
(air
mail if overseas), return receipt requested or by telecopier of receipt of
transmission is confirmed by the recipient. Notices shall be deemed to have
been
received on the date of personal delivery or telecopy. Notices shall be sent
to
the Parties at their respective addresses and telecopier numbers set forth
on
the signature page of this Agreement or to such other address as any Party
shall
designate in the manner provided in this Section 6.
7. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware applicable to contracts made and to be performed entirely
within such State.
8. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective heirs, executors and administrators.
9. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the
same
document.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date
and
year first aforesaid.
Address
and Telecopier No.
|
Signature
|
00
Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxx,
XX 00000
(203)
629-1313
|
/s/
Xxxxxx X. Xxxx
Xxxxxx
X. Xxxx
|
000
X. Xxxxxxxxxx Xxxx
Xxxxxxx
Xxxxxx, XX 00000
(610)
444-0778
|
/s/
Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
|
00
Xxxx 00xx
Xxxxxx
00X
Xxx
Xxxx, XX 00000
(775)
244-4317
|
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X. Xxxxx
|
0
Xxxxxx Xxxx
Xxxxxxxxxxx,
XX 00000
(978)
874-2748
|
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
|
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