1
EXHIBIT 10.2
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. IT HAS BEEN ACQUIRED SOLELY
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. THE WARRANT REPRESENTED BY THIS INSTRUMENT MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT THERETO OR IN
ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
No. 2 WARRANT August 11, 2000
To Purchase 5,000 Shares of Common Stock of
Universal Automotive Industries, Inc.
1. Number of Shares, Exercise Price, Term. This certifies that, in partial
consideration of entering into that certain Consulting Services Agreement
("Agreement") dated August 8, 2000 by and among Automotive Associates
International, LLC ("AAI") and Universal Automotive Industries, Inc., a Delaware
corporation (the "Company"), Xxxxxx X. Xxxxxx (the "Holder") is entitled, upon
the terms and subject to the conditions hereinafter set forth, at any time after
August 11, 2000 and at or prior to 11:59 p.m. Central Time, on August 11, 2003
(the "Expiration Time"), but not thereafter, to acquire from the Company, in
whole or in part, from time to time, up to 5,000 fully paid and non-assessable
shares (the "Shares") of common stock, $.01 par value, of the Company ("Common
Stock") at a purchase price per Share of $2.326 per share (equal to one hundred
twenty percent (120%) of the bid price at the close of trading on August 11,
2000 as specified in the Agreement).
2. Exercise of Warrants. The purchase rights represented by this Warrant are
exercisable by the Holder, in whole or in part, at any time, or from time to
time, subsequent to the date hereof, by the surrender of this Warrant and the
Notice of Exercise annexed hereto, all duly collected and executed on behalf of
the Holder, at the office of the Company in Alsip, Illinois (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company).
Payment of the Exercise Price for the Shares thereby purchased shall be made by
cash, certified or cashier's check or wire transfer payable to the order of the
Company, at 10:00 a.m., Central Standard Time, on the day following surrender of
this Warrant and the Notice of Exercise, in an amount equal to the purchase
price of the Shares thereby purchased. Thereupon, the Holder as the holder of
this Warrant, shall be entitled to receive from the Company a stock certificate
in proper form representing the number of Shares so purchased, and a new Warrant
in substantially identical form and dated as of such exercise for the purchase
of that number of Shares equal to the difference, if any, between the number of
Shares subject hereto and the number of Shares as to which this Warrant is so
exercised. The Holder has the right to conduct a cashless exercise of any part
of the Warrant, whereby at exercise the Company will deliver to the Holder a
number of shares ("X") equal to the number of warrants exercised ("Y") times the
closing price of the Common Stock on the date of exercise ("A) minus the then
effective strike price of the Warrant ("B") divided by the closing price of the
Common Stock on the date of exercise ("A"), as represented by the following
formula: X = (Y(A-B))/A.
3. Issuance of Shares. Certificates for Shares purchased hereunder shall be
delivered to the Holder promptly after the date on which this Warrant shall have
been exercised in accordance with the terms hereof. The Company hereby
represents and warrants that all Shares that may be issued upon the exercise of
this Warrant will, upon such exercise, be duly and validly authorized and
issued, fully paid and non-assessable and
2
free from all taxes, liens and charges in respect of the issuance thereof (other
than liens or charges created by or imposed upon the Holder as the holder of the
Warrant or taxes in respect of any transfer occurring contemporaneously or
otherwise specified herein). The Company agrees that the Shares so issued shall
be and shall for all purposes be deemed to have been issued to the Holder as the
record owner of such Shares as of the close of business on the date on which
this Warrant shall have been exercised or converted in accordance with the terms
hereof.
4. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional Share to which the Holder as the holder would otherwise be
entitled, the Holder shall be entitled, at its option, to receive either (i) a
cash payment equal to the excess of fair market value for such fractional Share
above the Exercise Price for such fractional share (as determined in good faith
be the Company) or (ii) a whole Share if the Holder tenders the Exercise Price
for one whole share.
5. No Rights as Shareholder. This Warrant does not entitle the Holder as a
holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.
6. Registration Rights. The Holder shall have "tag along" registration rights
covering the Shares underlying the Warrant, such that when the Company files its
next registration statement with the Securities and Exchange Commission ("SEC"),
all Shares underlying the Warrant will be included in the registration
statement. Furthermore, the Company will endeavor to keep the Shares effectively
registered until two years following the Expiration Time.
7. Charges, Taxes and Expenses. Certificates for Shares issued upon exercise of
this Warrant shall be issued in the name of the Holder as the holder of this
Warrant. Issuance of certificates for Shares upon the exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificates, all of
which taxes and expenses shall be paid by the Company. The Company will pay all
costs associated with the filing, completion and maintenance of registration
statements with the SEC pertaining to the Warrant and its underlying Shares.
8. No Transfer. This Warrant and any rights hereunder are not transferable by
the Holder as the holder hereof, in whole or in part, except pursuant to the
Securities Act of 1933 or an exemption thereof.
9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the
surrender hereof by the Holder as the registered holder at the above-mentioned
office or agency of the Company, for a new Warrant on substantially identical
form and dated as of such exchange. The Company shall maintain at the
above-mentioned office or agency a registry showing the name and address of the
Holder as the registered holder of this Warrant. This Warrant may be surrendered
for exchange or exercise, in accordance with its terms, at the office of the
Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.
10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation
and reissuance, in lieu of this Warrant.
11. Reservation of Common Stock. The Company will at all times reserve and keep
available, solely for issuance, sale and delivery upon the exercise of this
Warrant, such number of Shares, equal to the number of such Shares purchasable
upon the exercise of this Warrant. In the event the Company conducts any stock
split, dividend or recapitalization, then the Warrants, the warrant exercise
price and the Shares underlying the Warrant shall be proportionally adjusted in
accordance with securities industry practice. All such Shares shall be duly
authorized and, when issued upon exercise of this Warrant in accordance with the
terms hereof, will be validly issued and fully paid and non-assessable, with no
liability on the part of the Holder. Such Shares will not be subject to any
preemptive rights.
3
12. Listing on Securities Exchanges, etc. The Company will maintain the listing
of all Shares issuable or issued from time to time upon exercise of this Warrant
on each securities exchange or market or trading system on which any shares of
Common Stock are then or at any time thereafter listed or traded, but only to
the extent and for such period of time as such shares of Common Stock are so
listed.
13. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday or a Sunday or a legal holiday.
14. Governing Law. This Warrant shall be binding upon any successors or assigns
of the Company. This Warrant shall constitute a contract under the laws of
Delaware and for all purposes shall be construed in accordance with and governed
by the laws of said state, without giving effect to the conflict of laws
principles. All disagreements between the Holder and the Company will be
resolved in Arbitration.
15. Amendments. This Warrant may be amended and the observance of any term of
this Warrant may be waived only with the written consent of the Company and the
Holder.
16. Notice. All notices hereunder shall be in writing and shall be effective (a)
on the day on which delivered if delivered personally or transmitted by telex or
telegram or telecopier with evidence of receipt, (b) one (1) business day after
the date on which the same is delivered to a nationally recognized overnight
courier service with evidence of receipt, or (c) five (5) business days after
the date on which the same is deposited, postage prepaid, in the U.S. mail, sent
by certified or registered mail, return receipt requested, and addressed to the
party to be notified at the address indicated below for the Company, or at the
address for the Holder as the holder set forth in the registry maintained by the
Company pursuant to Section 9, or at such other address and/or telecopy or telex
number and/or to the attention of such other person as the Company or the Holder
as the holder may designate by ten (10) day advance written notice.
17. Entire Agreement. This Warrant, the forms attached hereto contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or undertakings with
respect thereto.
18. Mutual Indemnification. The Company will indemnify the Holder against all
losses relating to the false or misleading statements made by the Company in
registration statements pertaining to the Shares underlying the Warrant. The
Holder will indemnify the Company against its losses related to untrue
statements made by the Holder in the registration statements pertaining to the
Shares underlying the Warrant. However, in no event shall the liability of the
Holder be greater than the net proceeds received by the Holder upon the sale of
its registered stock giving rise to such indemnification obligation.
IN WITNESS WHEREOF, Universal Automotive Industries, Inc. has caused
this Warrant to be executed by its duly authorized officer.
Dated: August 11, 2000
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
Address: 00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
