Exhibit 10.18
THANE INTERNATIONAL, INC.
REDEMPTION AGREEMENT
This Redemption Agreement (the "Agreement") is dated as of the 10th day
of June, 1999 by and between Thane International, Inc., a Delaware corporation
(the "Company") and HIG Infomercial Company, together with its successors and
assigns (the "Investor").
As of the date of this Agreement, the Investor has purchased an
aggregate of 708,000 shares of the Company's Class A Common Stock, par value
$.01 per share (the "Class A Stock") pursuant to a Contribution Agreement dated
as of May 21, 1999 (the "Contribution Agreement"). Capitalized terms used herein
and not otherwise defined in this Agreement shall have the meanings assigned to
them in the Contribution Agreement.
In consideration of the execution and delivery of the Contribution
Agreement and the agreements set forth below, the parties agree with each other
as follows:
1. Mandatory Redemption of the Common Stock by the Company. Any
time that Paribas North America, Inc. and/or Paribas Capital Funding LLC (or any
other holder of the Warrants as hereinafter defined) exercise in part or in full
their respective Warrants issued pursuant to the Credit Agreement and the Senior
Subordinated Loan Agreement, each dated as of June 10, 1999 (collectively, the
"Warrants"), respectively, the Company shall redeem from the Investor, and the
Investor hereby agrees to sell to the Company, the same aggregate amount of
Class A Stock which is equal to the number of shares of Common Stock purchased
by Paribas North America, Inc. and/or Paribas Capital Funding LLC and any other
holder of the Warrants from the Company (the "Redemption Stock"). The Investor
hereby agrees not to transfer, pledge or hypothecate the Redemption Stock during
the term of this Agreement, except as collateral to the Company's lenders.
2. Price. The price to be paid by the Company for the Redemption
Stock shall be equal to the exercise price of the Warrants.
3. Payment.
(a) Upon the exercise of any of the Warrants, the Company
shall be deemed to have simultaneously purchased the Redemption Stock, and the
Investor shall automatically have sold the Redemption Stock at the price
established by this Agreement, and the Investor shall deliver to the Company,
upon receipt of payment therefor, the certificates for the Redemption Stock duly
endorsed by it for transfer.
(b) Payment shall be made by check or wire transfer of
funds to such bank account as each Investor shall direct.
4. Termination of Option. The obligations of the Company to
purchase the Redemption Stock as provided in this Agreement shall terminate upon
the earlier of (a) the
Company's consummation of a public offering of Common Stock in which the
aggregate proceeds to the Company, less the Company's underwriting discounts and
commissions equal at least $25,000,000 and which the Company has an enterprise
value of at least $75,000,000 or (b) as to individual shares of Redemption
Stock, the date the corresponding number of Warrants are redeemed, retired or
otherwise terminated (other than in connection with their exercise).
5. Notices. All notices or other communications required or
permitted to be delivered hereunder shall be in writing signed by the party
giving the notice and sent by telecopier, express delivery service, or regular
or certified mail to the address specified in the Contribution Agreement.
6. Entire Agreement. This Agreement and the agreements referred
to herein constitute the entire agreement of the parties with respect to the
matters contemplated herein. This Agreement and such other agreements supersede
any and all prior understandings as to the subject matter of this Agreement.
7. Amendments, Waivers and Consents. No changes in or additions
to this Agreement may be made, and compliance with any covenant or provision
herein set forth may not be omitted or waived, unless the Company shall obtain
consent thereto in writing from the Investor and the holders of the Warrants.
8. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the respective
parties hereto.
9. General; Definitions. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. In this Agreement the singular includes the
plural, the plural the singular, the masculine gender includes the neuter,
masculine and feminine genders. This Agreement shall be governed by and
construed under the internal laws of the State of New York. Terms used as
defined terms herein and not otherwise defined shall have the meanings set forth
in the Contribution Agreement.
10. Severability. If any provision of this Agreement shall be
found by any court of competent jurisdiction to be invalid or unenforceable, the
parties hereby waive such provision to the extent that it is found to be invalid
or unenforceable. Such provision shall, to the maximum extent allowable by law,
be modified by such court so that it becomes enforceable, and, as modified,
shall be enforced as any other provision hereof, with all the other provisions
hereof continuing in full force and effect.
11. Counterparts. This Agreement may be executed in counterparts,
all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Redemption
Agreement on the day and year first written above.
THANE INTERNATIONAL, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇
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Its:
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HIG INFOMERCIAL COMPANY
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its:
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