HomeMy WebLinkAboutRes 2012-03-03 EDC Waiver of Rights-Image Vision Labs.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2012-03-03
RESOLUTION AUTHORIZING THE ANNA ECONOMIC DEVELOPMENT
CORPORATION TO SIGN A WAIVER OF RIGHTS UNDER THE PERFORMANCE
AGREEMENT WITH IMAGE VISION LABS TO PROMOTE EXPANDED BUSINESS
DEVELOPMENT
WHEREAS, The City Council of the City of Anna supports the Anna Economic
Development Corporation's ("EDC") desire to promote and expand business
development; and
WHEREAS, The City Council of the City of Anna recognizes that the EDC has signed
and approved the attached waiver of rights; and
WHEREAS, The City Council of the City of Anna recognizes that the EDC has
determined that it is in the best interests of the EDC to waive rights under the
performance agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2, The City Council of the City of Anna, Texas hereby authorizes the EDC to
enter into the Waiver Agreement, in substantially the same form as the document
attached hereto as Exhibit 1, and authorizes the EDC President to execute the Waiver
Agreement on its behalf.
PASSED by the City Council of the City of Anna, Texas, on this 29th day of March
2012.
RES. 2012-03-03 EDC Waiver of rights -Image Vision Labs PAGE t OF 1 03-29-12
IMAGE VISIONLABS, INC.
404 North Powell Parkway
City of Anna, TX 75409
March 08, 2012
Jessica Perkins
Chief Administrative Officer
Anna Economic Development Corporation
PO Box 776
Anna, TX 75409
Re: Waiver of Triggering Event
Dear Ms. Perkins:
Reference is made to the Economic Development Incentive Grant for Capital Investment
Performance Agreement ("Performance Agreement') between Image Vision Labs, Inc. ("Company")
and Anna Economic Development Corporation ("AEDC'), executed on or about July 15, 2010.
The Company is in the process of closing an equity financing (the "Series B Preferred Stock
Financing") in which Series B Preferred Stock of the Company is to be purchased by existing investor
Walden Venture Capital VII, LP ("Walden"), new investor Javelin Venture Partners, and others
(collectively, the "Investors"), under the terms of a Series B Preferred Stock Purchase Agreement
("Purchase Agreement') to be entered into by the Company and the Investors on or before the I' day of
July, 2012.
The terms of the Performance Agreement provide that, upon the occurrence of a "Triggering
Event', AEDC would have certain rights, including but not limited to the right to demand and receive
repayment from the Company of the total amount of grant proceeds, with interest, previously received by
the Company under the Performance Agreement. A Triggering Event is defined in the Performance
Agreement to include any sale of the Company's capital stock that results in or causes a new "Controlling
Shareholder" of the Company (as such term is defined term in the Performance Agreement). The term
"Controlling Shareholder" is defined to include a shareholder of the Company who owns more shares
than any other shareholder.
Prior to the closing of the Series B Preferred Stock Financing (the "Closing"), the President and
CEO of the Company, Steven W. White, owns more shares of the Company than any other shareholder,
and Walden owns more shares of the Company than anyone other than Mr. White. Following the
Closing, the purchase of Series B Preferred Stock by Walden would result in Walden owning more shares
of the Company than any other shareholder, including Mr. White.
Under the terms of the Purchase Agreement, it will be a condition to the Closing that AEDC
waive its rights to demand or receive repayment from the Company of grant proceeds with respect to any
Triggering Event otherwise resulting from the Series B Preferred Stock Financing. AEDC hereby
consents and agrees to the waiver of its right and option to treat the Series B Preferred Stock Financing,
including the entry into the Purchase Agreement, the sale and issuance of the Company's Series B
Preferred Stock, and the occurrence of a new Controlling Shareholder resulting upon the consummation
of such sale (collectively, the "Series B Financing Events"), as a Triggering Event under the
Anna Economic Development Corporation
Re: Waiver of Triggering Event
March , 2012
Page 2
Performance Agreement, and accordingly consents and agrees to the waiver of its right and option that
would otherwise result from the Series B Financing Events, to demand or receive repayment from the
Company of grant proceeds. AEDC specifically preserves the right to receive written notice of the
Series B Financing Events to the extent required under the Performance Agreement. IVL agrees to
provide such written notice to AFDC to the extent so required. AEDC does not intend to waive and does
not waive any right(s), including the kinds of rights waived above, that it may now or in the future
possess with respect to any Triggering Event other than the Series B Financing Events.
11' AEDC is in agreement with the terms set forth in this letter, please sign this letter where
provided below. As always, we appreciate AEDC's and the City of Anna's support of the Company.
Sincerely
IMAGE VISION LABS, INC.
By:
Steven W. W. White
President and CEO
AGREED:
ANNA ECONOMIC DEVELOPMENT CORPORATION
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