Exhibit 10.25
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this 19th day
of February, 2008 (the "Execution Date"), by and between AXT, Inc., a Delaware
corporation ("Seller"), and Car West Auto Body, Inc, a California corporation,
or its assignee pursuant to Section 14.1 ("Buyer").
RECITALS:
A.
Seller is the owner of the following real property (collectively,
the "Property"):
(1)
All that certain real property 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 (the "Building"), together with
all improvements appurtenant thereto (the Building and such improvements being
hereinafter collectively referred to as the "Improvements").
B.
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 THOUSAND AND NO/100 DOLLARS
($5,600,000.00), PAYABLE AS FOLLOWS:
2.1
DEPOSIT.
2.1.1
UPON EXECUTION OF THIS AGREEMENT AND THE OPENING OF ESCROW, BUYER
SHALL DELIVER TO FIRST AMERICAN TITLE INSURANCE 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 ESCROW NO. 338727 (THE "ESCROW") AND
DELIVERED IN ACCORDANCE WITH THIS AGREEMENT, A DEPOSIT IN THE AMOUNT OF THREE
HUNDRED THOUSAND DOLLARS ($300,000) (THE "DEPOSIT"). IF BUYER ELECTS NOT TO
TERMINATE THIS AGREEMENT DURING THE DUE DILIGENCE PERIOD (DEFINED BELOW), THEN
AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD THE DEPOSIT SHALL BE DEEMED
NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.8 OR ARTICLE 9 OR 10
BELOW.
1
2.1.2
THE DEPOSIT SHALL BE DEPOSITED INTO THE ESCROW IN THE FORM OF CASH,
CERTIFIED CHECK, BANK CASHIER'S CHECK, WIRE TRANSFER OR OTHER FORM OF READILY
AVAILABLE FEDERALLY INSURED FUNDS. THE DEPOSIT SHALL BE HELD BY THE ESCROW AGENT
IN AN INTEREST-BEARING ACCOUNT. ALL INTEREST EARNED ON THE DEPOSIT WHILE IN THE
ESCROW SHALL BE DEEMED TO BE PART OF THE DEPOSIT AND SHALL ACCRUE TO THE BENEFIT
OF BUYER (OR SELLER TO THE EXTENT PROVIDED IN SECTIONS 5.8 AND/OR 10.1 BELOW).
2.1.3
AT THE CLOSING (AS DEFINED IN SECTION 7.1), THE DEPOSIT SHALL BE
APPLICABLE TO THE PURCHASE PRICE.
2.2
REMAINDER OF PURCHASE PRICE. AT THE CLOSING, BUYER SHALL DELIVER TO