EXHIBIT 5
CLOSING AGREEMENT
(▇▇▇▇ ▇▇▇▇▇▇▇▇ and Excalibur Investments B.V.)
Reference is made to that certain Put and Right of First Refusal
Agreement, made and entered into as of the 31st day of December, 2002 (the
"Agreement"), by and among ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), La ▇▇▇▇▇ ▇.▇., a
Luxembourg company ("▇▇ ▇▇▇▇▇"), and Carlyle Venture Partners, L.P. ("CVP"), C/S
Venture Investors, L.P. ("C/S"), Carlyle U.S. Venture Partners, L.P. ("CUS") and
Carlyle Venture Coinvestment, L.L.C. (collectively with CVP, C/S and CUS,
"Carlyle").
Reference also is made to the fact that Carlyle has sold and Excalibur
Investments B.V. ("Excalibur"), as ▇▇▇▇▇▇▇▇'▇ assignee, and ▇▇ ▇▇▇▇▇ have
purchased an aggregate of 4,666,666 shares of Common Stock pursuant to the terms
of Article II (Put Rights) of the Agreement.
▇▇▇▇▇▇▇▇, Excalibur and Carlyle hereby agree as follows:
1. The parties agree that, notwithstanding any provisions of the Agreement
to the contrary, Carlyle shall sell and Excalibur, as ▇▇▇▇▇▇▇▇'▇ assignee, shall
purchase an aggregate of 1,866,668 shares of Common Stock for an aggregate
purchase price of $466,667 reflecting a price per share of $.25 (such
transaction along with the purchase by La ▇▇▇▇▇ ▇.▇. of 466,666 shares of Common
Stock for $116,666.50 being referred to herein as the "Final Sale"). A Closing
Agenda, which includes a list of documents to be executed in connection with the
closing of the Final Sale, is attached as Exhibit A.
2. The parties desire to extricate themselves from any further obligation
under the Agreement, including any past, present or future claims of any nature
arising out of the Agreement, by executing and delivering the following mutual
release provisions:
Carlyle Release of ▇▇▇▇▇▇▇▇ and Excalibur.
Carlyle, on behalf of itself, and, as applicable, its present and
former members, partners, shareholders, principals, employees,
agents, representatives, attorneys, officers, directors,
subsidiaries, affiliates, successors, and/or assigns, each do hereby
relieve, release and forever discharge ▇▇▇▇▇▇▇▇ and Excalibur, and,
as applicable, his or its present and former members, partners,
shareholders, principals, employees, agents, representatives,
attorneys, officers, directors, subsidiaries, affiliates,
successors, and/or assigns, and each of them, of and from any and
all damages, debts, claims, demands, liabilities, obligations,
causes of action and rights, attorneys' fees, costs and expenses of
every nature, character and description, whether known or unknown,
either now accrued or hereafter maturing, which each respective
releasing
party may have had or claims to have had or now has or claims to
have, or hereafter may have or assert to have, arising out of, or
relating to the Agreement.
▇▇▇▇▇▇▇▇ and Excalibur Release of Carlyle.
▇▇▇▇▇▇▇▇ and Excalibur, on behalf of himself and itself, and, as
applicable, his or its present and former members, partners,
shareholders, principals, employees, agents, representatives,
attorneys, officers, directors, subsidiaries, affiliates,
successors, and/or assigns, each do hereby relieve, release and
forever discharge Carlyle, and, as applicable, its present and
former members, partners, shareholders, principals, employees,
agents, representatives, attorneys, officers, directors,
subsidiaries, affiliates, successors, and/or assigns, and each of
them, of and from any and all damages, debts, claims, demands,
liabilities, obligations, causes of action and rights, attorneys'
fees, costs and expenses of every nature, character and description,
whether known or unknown, either now accrued or hereafter maturing,
which each respective releasing party may have had or claims to have
had or now has or claims to have, or hereafter may have or asserts
to have, arising out of, or relating to the Agreement, other than
the obligations of Carlyle set forth in paragraph 3 of this Closing
Agreement.
3. Reasonably promptly upon the closing of the Final Sale, Carlyle agrees
to (i) cause all necessary stock certificates, documents and opinions of counsel
within Carlyle's control to be delivered to the transfer agent for Sight
Resource Corporation and (ii) use reasonable commercial efforts to cause all
necessary documents within the control of third parties to be delivered to the
transfer agent for Sight Resource Corporation, all such actions intended to
effect the issuance of a share certificate in the amount of 1,866,668 shares of
Common Stock to Excalibur as the holder thereof.
4. This Closing Agreement is executed and delivered in connection with,
and its terms are effective only upon, the closing of the Final Sale.
5. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
Each of the parties hereto has caused this Closing Agreement to be duly
executed by himself or itself or its duly authorized officer or representative
as of August 3, 2005.
CARLYLE VENTURE PARTNERS, L.P.
By: TCG Ventures, Ltd.; its
general partner
/s/ Dino Tabachhi By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Title: Managing Director
EXCALIBUR INVESTMENTS B.V. C/S VENTURE INVESTORS, L.P.
By: TCG Ventures, Ltd.; its
general partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Title: ING Management (Nederland) B.V. Title: Managing Director
CARLYLE U.S. VENTURE PARTNERS, L.P.
By: TCG Ventures, L.L.C.; its general
partner
By: TCG Holdings, L.L.C.; its manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Title: Managing Director
CARLYLE VENTURE COINVESTMENT, L.L.C.
By: TCG Ventures, L.L.C.; its general
partner
By: TCG Holdings, L.L.C.; its manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Title: Managing Director