Exhibit 10.3
DEBENTURE REDEMPTION
AGREEMENT
This Debenture Redemption Agreement
(“ Agreement ”) is entered into as of
October 27, 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
$
[and a 6% Convertible Debenture dated May 5, 2005 in the
principal amount of
$ ]
(together, the “ Debentures ”);
and
WHEREAS, the parties hereto have
reached certain agreements with respect to the redemption of the
above-described debentures.
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.
Debentures Redemption.
1.1.
The Company agrees to redeem from Holder, and Holder agrees to sell
back to the Company, the Debentures for an aggregate payment of
($ )
(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 Debentures as of the date of Closing.
1.2.
The redemption of the Debentures (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 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 originals of the Debentures 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 originals of the Debentures to the Company, the
Debentures shall be deemed null and void and cancelled in its
entirety and Holder shall have no further rights with respect to or
under the Debentures, 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 aggregate principal amount outstanding
under the Debentures is
($ )
and the aggregate accrued but unpaid interest outstanding under the
Debentures is
($ ).
