Exhibit 10.24
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this 22nd day
of October, 2007 (the "Execution Date"), by and between AXT, Inc., a Delaware
corporation ("Seller"), and S B C & D Co., INC., a California corporation, dba
South Bay Development, or its assignee pursuant to Section 14.1 ("Buyer").
RECITALS:
A.
Seller is the owner of the following real
property (collectively, the "Real Property"):
(1)
All that certain real property, consisting
of approximately 4.65 acres, commonly known as 4311 Solar Way, located in the
City of Fremont (the "City"), County of Alameda, State of California, as legally
described in Exhibit "A" attached hereto, together with all easements, rights
and privileges appurtenant thereto (collectively, the "Land");
and
(2)
The building located on the Land,
consisting of approximately 76,500 square feet (the "Building"), together with
all improvements appurtenant thereto and fixtures and leasehold improvements
located therein (the Building and such fixtures and improvements being
hereinafter collectively referred to as the "Improvements").
B.
In connection with the Real Property,
Seller is the owner of certain intangible personal property (including, without
limitation, governmental approvals, permits, and development rights) owned by
Seller and used exclusively by Seller in the use and operation of the Real
Property ("Intangible Property"). The Real Property and the Intangible Property
are collectively referred to in this Agreement as the "Property."
C.
Seller is prepared to sell and convey the
Property to Buyer and Buyer is prepared to purchase the Property from Seller,
all for the purchase price and on the other terms and conditions hereinafter set
forth.
AGREEMENT:
In consideration of the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1.
SALE AND PURCHASE. SELLER HEREBY AGREES
TO SELL AND CONVEY THE PROPERTY TO BUYER AND BUYER HEREBY AGREES TO PURCHASE AND
ACCEPT THE PROPERTY FROM SELLER FOR THE PURCHASE PRICE AND SUBJECT TO THE OTHER
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
PURCHASE PRICE. THE PURCHASE PRICE FOR
THE PROPERTY (THE "PURCHASE PRICE") SHALL BE FIVE MILLION SIX HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($5,650,000.00), PAYABLE AS FOLLOWS:
2.1
DEPOSIT.
2.1.1
ON OR PRIOR TO THE EXECUTION DATE, BUYER DELIVERED TO
FIRST AMERICAN TITLE COMPANY (THE "ESCROW AGENT") AT ITS OFFICE AT 1737 N. FIRST
STREET, SUITE 100, SAN JOSE, CALIFORNIA 95112, ATTENTION:
LIZ ZANKICH, TO BE
HELD IN AN ESCROW (THE "ESCROW") AND DELIVERED IN ACCORDANCE WITH THIS
AGREEMENT, A DEPOSIT IN THE AMOUNT OF TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) (THE "DEPOSIT"). IF BUYER DELIVERS ITS NOTICE OF APPROVAL (AS DEFINED
IN SECTION 5.2.1 BELOW) TO SELLER ON OR BEFORE THE EXPIRATION OF THE DUE
DILIGENCE PERIOD (DEFINED BELOW), THEN, AFTER THE EXPIRATION OF THE DUE
DILIGENCE PERIOD, THE DEPOSIT SHALL BE DEEMED NON-REFUNDABLE TO BUYER EXCEPT AS
OTHERWISE PROVIDED HEREIN. THE DEPOSIT SHALL BE FULLY REFUNDABLE TO BUYER PRIOR
TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD. IN ADDITION, IF THIS AGREEMENT
TERMINATES