Exhibit 10.2
DEBENTURE REDEMPTION
AGREEMENT
This Debenture
Redemption Agreement (“ Agreement ”) is entered into as
of February 27, 2008 by and between Lagunitas Partners, LP
(“ Holder ”)
and Iteris, Inc. (“ Iteris ” or the “
Company
”).
RECITALS
WHEREAS, Holder holds a 6% Convertible
Debenture dated July 1, 2005, originally issued by the Company
pursuant to that certain Debenture and Warrant Purchase Agreement
dated May 19, 2004, in the principal amount of $651,429 (the
“ Debenture ”);
and
WHEREAS, the parties hereto have reached
certain agreements with respect to the redemption of the
above-described debenture.
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and
agreements contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Debenture
Redemption.
1.1.
The Company agrees to
redeem from Holder, and Holder agrees to sell back to the Company,
the Debenture for an aggregate payment of $553,714.65 (the “
Aggregate Redemption Price
”). In addition to the payment of the Aggregate
Redemption Price, the Company shall pay at the Closing (as defined
below) all accrued but unpaid interest on the Debenture as of the
date of Closing.
1.2.
The redemption of the
Debenture (the “ Redemption ”) shall take place at
the offices of Dorsey & Whitney LLP, 38 Technology Drive,
Irvine, California 92618, at 1:00 P.M. Pacific Time on
February 27, 2008, or at such other time and place as the
Company and Holder mutually agree orally or in writing (which time
and place are designated as the “ Closing ”). At the Closing,
Holder shall deliver to the Company the original of the Debenture
against payment by the Company of the amounts set forth in
Section 1.1 by check, wire transfer or any combination
thereof. Notwithstanding the foregoing, Holder acknowledges
and agrees that, upon and as of the payment by the Company of the
amounts set forth in Section 1.1 , whether or not
Holder has delivered and surrendered the original of the Debenture
to the Company, the Debenture shall be deemed null and void and
cancelled in its entirety and Holder shall have no further rights
with respect to or under the Debenture, whether such rights shall
have accrued prior to or after the date hereof.
2.
Representations and
Warranties. Holder hereby represents, warrants and
acknowledges as follows:
2.1.
As of the date hereof, the
total outstanding under the Debenture (principal and accrued but
unpaid interest) is Five Hundred Fifty-Nine Thousand Nine Hundred
Twenty-Five Dollars and Fifty-Three Cents ($559,925.53).
2.2.
Holder is the
sole record and beneficial
owner of the Debenture. Upon payment of the amounts set forth
in Section 1.1 , the Company will acquire good and
valid title to the Debenture, free and clear of all liens, security interests, pledges, claims
and encumbrances of every kind, nature and description incurred or
created by Holder.
2.3.
Holder has the full right
and power to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this
Agreement by Holder, and the consummation of the transactions
contemplated hereby, (i) have been duly authorized by all
requisite organizational action of Holder and (ii) do not and
will not conflict with any law applicable to Holder or any of its
properties or assets or any provisions of Hold
