Martha W. Drew
Personal Representative
Estate of Alan W. Drew
834 Island Club Square
Vero Beach, Florida 32963-5505
January 28, 2000
Transnational Industries, Inc.
P.O. Box 198
U.S. Route One
Chadds Ford, Pennsylvania 19317
Re: Purchase and Sale of Shares of Transnational Industries, Inc.
Ladies and Gentlemen:
By this letter agreement (this "Letter Agreement"), I wish to memorialize
the agreement of Transnational Industries, Inc., a Delaware corporation (the
"Company"), to purchase 45,710 issued and outstanding shares (the "Shares") of
the common stock of the Company from Martha W. Drew, Personal Representative of
the Estate of Alan W. Drew (the "Seller").
Section 1. Purchase and Sale; Escrow.
(a) The Seller hereby sells to the Company, and the Company hereby
purchases from the Seller, all of the right, title and interest of the Seller in
and to the Shares, as of the date hereof, on the terms and conditions set forth
in this Letter Agreement. The aggregate purchase price for the Shares is
$137,130, payable by a wire transfer of immediately available funds (the
"Funds") in accordance with the instructions provided by the Seller to the
Company.
(b) A certificate representing the Shares, in genuine and unaltered form,
duly endorsed in blank or accompanied by duly executed stock powers endorsed in
blank, with requisite stock transfer tax stamps, if any, attached (the
"Certificate") is, simultaneous with the execution and delivery of this Letter
Agreement, being held in escrow by Robert DeVellis (the "Escrow Agent"),
attorney for the Seller. Immediately upon the Seller's receipt of the Funds, the
Escrow Agent shall release the Certificate to the Company.
Section 2. Representations and Warranties of the Seller.
(a) Title. The Seller owns the Shares, beneficially and of record, free and
clear of all liens, encumbrances and security interests of any kind
(collectively, "Liens"). The delivery of a certificate or certificates
representing the Shares will transfer to the Company good and valid title to the
Shares, free and clear of all liens.
(b) Authority. The execution and delivery by the Seller of this Letter
Agreement, and the performance by the Seller of its obligations hereunder, are
within the authority of the Seller, no other action on the part of the Seller,
any beneficiary or beneficiaries of Alan W. Drew or any other person or entity
being necessary in connection with such execution, delivery and performance.
This Letter Agreement has been duly and validly executed by the Seller and
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms.
Section 3. Miscellaneous.
(a) Governing Law. This Letter Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania applicable to a
contract executed and performed in such Commonwealth, without giving effect to
the conflicts of laws principles thereof.
(b) Counterparts. This Letter Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(c) Entire Agreement.This Letter Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof,
and contains the sole and entire agreement between the parties hereto with
respect to the subject matter hereof.
Please sign below to indicate agreement to the foregoing.
/s/ Martha W. Drew
Martha W. Drew
Personal Representative of the Estate of Alan W. Drew
Acknowledged and agreed:
TRANSNATIONAL INDUSTRIES, INC.
By: /s/ Paul L. Dailey
Name: Paul L. Dailey
Title: Vice President - Finance
/s/ Robert DeVellis
Robert DeVellis, Escrow Agent
