Exhibit 10.2
DEBENTURE REDEMPTION
AGREEMENT
This Debenture Redemption Agreement
(“ Agreement ”) is entered into as
of October 17, 2008 by and between
(“ Holder ”) and Iteris, Inc.
(“ Iteris ” or the “
Company ”).
RECITALS
WHEREAS, Holder holds a 6%
Convertible Debenture dated May 19, 2004 in the principal
amount of $80,000.00 (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 Seventy-Six Thousand Dollars
($76,000.00) (the “ Redemption Price
”). In addition to the payment of the 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,
Suite 100, Irvine, California 92618, at 1:00 P.M. Pacific
Time on October 17, 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 principal
amount outstanding under the Debenture is Eighty Thousand Dollars
($80,000.00) and the accrued but unpaid interest outstanding under
the Debenture is Two Hundred Ten Dollars and Forty-One Cents
($210.41).
