SHARES ARE FREE AND CLEAR OF ANY LIENS, SECURITY
INTERESTS, MORTGAGES, PLEDGES OR OTHER ENCUMBRANCES, THAT EXECUTIVE HAS THE
CAPACITY AND ALL NECESSARY AUTHORITY TO ENTER INTO SUCH AGREEMENT, THAT THE
AGREEMENT IS NOT IN VIOLATION OR CONTRAVENTION OF ANY OTHER AGREEMENT AND THAT
EXECUTIVE HAS CONSULTED WITH COUNSEL.
THERE SHALL BE NO REPRESENTATIONS OR
WARRANTIES OTHER THAN DESCRIBED IN THE PREVIOUS SENTENCE AND THE ONLY
INDEMNIFICATION OBLIGATION SHALL BE FOR A BREACH OF SUCH REPRESENTATIONS AND
WARRANTIES.
EXECUTIVE SHALL FURTHER AGREE TO RELEASE AND DISCHARGE ANY AND ALL
CLAIMS RELATED TO SUCH REPURCHASE.
(F)
THE RIGHT OF PARENT AND THE INVESTOR TO REPURCHASE CALL OPTION SHARES
PURSUANT TO THIS PARAGRAPH 10 SHALL TERMINATE UPON AN UNDERWRITTEN PUBLIC
OFFERING OF PARENT'S COMMON STOCK, REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED FROM TIME TO TIME.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ALL
REPURCHASES OF CALL OPTION SHARES HEREUNDER SHALL BE SUBJECT TO APPLICABLE
RESTRICTIONS CONTAINED IN THE DELAWARE GENERAL CORPORATION LAW AND IN PARENT'S
AND ITS SUBSIDIARIES' DEBT FINANCING AGREEMENTS WITH UNAFFILIATED THIRD PARTIES.
IF ANY SUCH RESTRICTIONS PROHIBIT THE REPURCHASE OF CALL OPTION SHARES HEREUNDER
WHICH PARENT AND/OR THE INVESTOR IS OTHERWISE ENTITLED TO MAKE, THE TIME PERIODS
PROVIDED IN THIS PARAGRAPH 10 SHALL BE SUSPENDED, AND PARENT AND THE INVESTOR
MAY MAKE SUCH REPURCHASES AS SOON AS IT IS PERMITTED TO DO SO UNDER SUCH
RESTRICTIONS.
11.
PURCHASE OBLIGATION.
ON THE EFFECTIVE DATE AND CONCURRENTLY WITH
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, EXECUTIVE
SHALL (I) EXECUTE AND DELIVER TO PARENT A COUNTERPART SIGNATURE PAGE TO THE
STOCK PURCHASE AGREEMENT ATTACHED HERETO IN THE FORM OF EXHIBIT C (THE "STOCK
PURCHASE AGREEMENT") AND (II) ON AND SUBJECT TO THE TERMS SET FORTH IN THE STOCK
PURCHASE AGREEMENT, MAKE AN INVESTMENT IN PARENT IN AN AGGREGATE AMOUNT IN CASH
(AND/OR, PROVIDED THAT THE PARENT HAS CONSENTED TO SUCH EXCHANGE AND AGREED TO
THE NUMBER OF SHARES TO BE EXCHANGED, A NUMBER OF EXCHANGED SHARES OF VOTING
COMMON STOCK OF WII COMPONENTS EACH HAVING A VALUE EQUAL TO THE PRICE PER COMMON
SHARE (AS DEFINED IN THE MERGER AGREEMENT)) EQUAL TO $225,000 IN THE AGGREGATE
(THE "CASH
9
INVESTMENT AMOUNT") TO PURCHASE (X) A NUMBER OF SHARES OF PARENT'S COMMON STOCK
(AS DEFINED IN THE STOCK PURCHASE AGREEMENT) EQUAL TO THE QUOTIENT DETERMINED BY
DIVIDING (1) THE PRODUCT OF (A) THE COMMON INVESTMENT PERCENTAGE (AS DEFINED
BELOW) AND (B) THE CASH INVESTMENT AMOUNT, BY (2) THE PER SHARE PURCHASE PRICE
FOR THE COMMON STOCK SET FORTH THEREIN (WHICH SHALL BE THE SAME PER SHARE
PURCHASE PRICE FOR THE COMMON STOCK TO BE PAID BY THE OTHER PURCHASERS THEREOF
ON THE EFFECTIVE DATE PURSUANT TO THE STOCK PURCHASE AGREEMENT) AND (Y) A NUMBER
OF SHARES OF PARENT'S SERIES A PREFERRED STOCK (AS DEFINED IN THE STOCK PURCHASE
AGREEMENT) EQUAL TO THE QUOTIENT DETERMINED BY DIVIDING (1) THE PRODUCT OF (A)
THE PREFERRED INVESTMENT PERCENTAGE (AS DEFINED BELOW) AND (B) THE CASH
INVESTMENT