STOCK REPURCHASE
AGREEMENT
THIS AGREEMENT is entered into as of
this 24th day of May, 2005, by and between the George E. Richmond
Trust Under Agreement Dated January 14, 1975 (“
Shareholder ”) and Young Innovations, Inc., a
Missouri corporation (the “ Company
”).
WHEREAS, Shareholder is the record
and beneficial owner of all right, title and interest in and to an
aggregate of [1,224,287] shares of the issued and outstanding
common stock of the Company, par value $0.01 per share (the “
Shareholder Common Stock ”); and
WHEREAS, the Board of Directors of
the Company has approved the repurchase of one hundred thousand
(100,000) shares of the Shareholder Common Stock (the “
Repurchased Shares ”) in exchange for a
purchase price of $37.25 per share in accordance with and subject
to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of
the representations, warranties, covenants and agreements contained
herein, the parties agree as follows:
1.
Repurchase of Stock . At the Closing (as hereinafter
defined), (i) Shareholder shall surrender for repurchase by the
Company, and the Company shall repurchase and accept all right,
title and interest in and to the Repurchased Shares and (ii) as
consideration for such repurchase, the Company shall transfer,
assign and deliver to Shareholder, and Shareholder shall accept a
wire transfer in the amount of $3,725,000 (the “
Purchase Price ”).
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2.
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The Closing and Transfer of Stock
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2.1
Closing . The repurchase of stock contemplated by this
Agreement (the “ Closing ”) shall occur
on the date hereof at such time or place as may be mutually agreed
upon by the parties (the “ Closing Date
”). Upon consummation, the Closing shall be deemed to take
place as of the close of business on the Closing Date.
2.2
Deliveries by Shareholder . At the Closing, Shareholder
shall deliver or cause to be delivered the following:
(a) certificates
evidencing all of the Repurchased Shares with fully executed stock
powers; and
(b) such
other instruments or documents as may be reasonably necessary to
carry out the transactions contemplated by this Agreement and to
comply with the terms hereof.
2.3
Deliveries by the Company . At the Closing, the Company
shall deliver or cause to be delivered the following:
(a) the
Purchase Price by wire transfer in accordance with the instructions
set forth on Schedule A attached hereto; and
(b) such
other instruments or documents as may be reasonably necessary to
carry out the transactions contemplated by this Agreement and to
comply with the terms hereof.
3.
Representations and Warranties of Shareholder . Shareholder
hereby represents and warrants to the Company as of the date
hereof, and as of the Closing, as follows:
3.1
Organization . Shareholder was duly and validly formed
pursuant to a Trust Agreement dated January 14, 1975 and such
Agreement is in full force and effect.
3.2
Authority . Shareholder has full legal rig
