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Exhibit 10.9
STOCK PURCHASE/CANCELLATION OF INDEBTEDNESS AGREEMENT
THIS STOCK PURCHASE/CANCELLATION OF INDEBTEDNESS AGREEMENT (the "Agreement)
is made as of July 19, 2001 by and between Universal Automotive Industries,
Inc., a Delaware corporation (the "Company") and Total Brake Industries (USA)
Ltd. (the "Debtholder")
WHEREAS, the Company is obligated to Debtholder (the "Debt") in
connection with the purchase of certain assets from Debtholder.
WHEREAS, the Company and Debtholder are desirous of settling the Debt
in the amount of $162,983.04 on the terms set forth below (the "Settlement
Amount").
WHEREAS, Debtholder is agreeable to receiving Common Stock of the
Company, par value $.01 per share (the "Shares"), in complete payment for the
Debt.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements, representations, warranties, covenants and provisions herein
contained, the parties hereto agree as follows:
1. Repayment of Indebtedness and Issuance of the Shares. Subject to the
terms and conditions set forth in this Agreement, the Company agrees to issue,
and Debtholder agrees to accept that number of Shares determined in accordance
with Paragraph 2 below in full satisfaction of the Debt owed to Debtholder by
the Company. Promptly following execution of this Agreement, the Company will
issue Debtholder a certificate for the Shares.
2. Consideration. The purchase price for the Shares is the average
closing price of the Shares on the Nasdaq SmallCap Market on the 30 trading days
prior to the date of this Agreement.
3. Debtholder's Representations and Warranties. Debtholder represents,
warrants and covenants to the Company that the following statements are true and
correct upon execution of this Agreement and at all times through issuance of
the Shares to Debtholder.
(a) Debtholder is aware that the Shares which the Company is
issuing to it pursuant to this Agreement are being issued by the Company without
registration under the Securities Act of 1933, as amended (the "Act"), in
reliance upon one or more exemptions from the Act. Debtholder understands that
there are substantial restrictions on transfers of the Shares, including a
restriction against transfer without registration under federal and state
securities laws or an exemption therefrom.
(b) Debtholder is a sophisticated investor and has such knowledge and
experience in financial and business matters that Debtholder is capable of
evaluating the merits and risks of an investment in the Shares.
(c) The Shares to be issued by the Company to Debtholder are being
issued solely to Debtholder for Debtholder's own account for investment and are
not being purchased with a view to or
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for the resale, distribution (as the term "distribution" is used in Section
2(11) of the Act), subdivision or fractionalization thereof.
(d) Debtholder has a pre-existing relationship with the Company and
knew the Company for a period of time prior to making a determination to receive
the Shares in full satisfaction of the Debt.
(e) The Company has delivered to Debtholder a copy of the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, Forms 10-Q for
the three months ended March 31, 2000 and a Proxy Statement for the Company's
2001 annual meeting of stockholders (collectively, the "Company Documents"), and
Debtholder has read and reviewed and is familiar with the Company Documents.
Debtholder has had an opportunity to ask questions of and receive answers from
the Company that, in the opinion of Debtholder, are necessary to evaluate the
merits and risks of an investment in the Shares.
(f) All representations, warranties, covenants and agreements of
Debtholder contained in this Agreement, or in any instrument, certificate,
opinion or other writing provided for in it shall be true and correct as of the
issuance of the Shares by the Company and shall survive such issuance.
4. Registration of the Shares. The Company undertakes to file a
registration statement with the Securities and Exchange Commission for the
resale by Debtholder of the Shares. The Company will advise Debtholder when such
registration statement is effective and will provide Debtholder with the
prospectus to be used in connection with any such resale.
5. Restrictions with Respect to the Shares. Until such time as the Company
shall complete the registration of the Shares for sale by Debtholder, as set
forth in Paragraph 4 above, all certificates evidencing ownership of the Shares
issued to Debtholder pursuant to this Agreement shall contain the following
legend:
The securities represented by this certificate were acquired without
registration or qualification under the Securities Act of 1933, as amended,
or under any state securities laws. No transfer or sale of these securities
or any interest therein may be made without such registration and
qualification unless the issuer has received an opinion of counsel
satisfactory to it that a proposed transfer or sale does not require
registration or qualification under applicable law.
The Company agrees to release such legend from the certificates at such time as
Debtholder sells the Shares pursuant to the prospectus delivered to it, as set
forth in Paragraph 4 above.
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6. Miscellaneous Provisions.
(a) This Agreement is made in, and shall be governed by, and enforced
in accordance with the laws of the State of Illinois without reference to its
conflict of laws provisions. The parties agree that the courts sitting in
Illinois shall have the exclusive jurisdiction over them for purposes of any
actions arising out of or as a result of this Agreement.
(b) This Agreement may not be assigned by any party hereto. This
Agreement shall be binding upon and inure to the benefit of the respective
successors, legal representatives, heirs and assigns of the parties.
(c) This Agreement and the other documents delivered hereto constitute
the entire understanding of the parties with respect to the subject matter
hereof and may be modified only by an agreement in writing signed by the
parties.
(d) Whenever possible, each provision of this Agreement shall be
interpreted in such a manner so as to be effective and valid under applicable
law. If any provision of this Agreement shall be unenforceable or invalid under
such law, such provision shall be ineffective only to the extent and for the
duration of such enforceability or invalidity, and the remaining substance of
such provision and all other remaining provisions of this Agreement shall
continue to be binding and in full force and effect.
(e) No waiver of a breach of any provision of this Agreement by any
party shall be effective unless made expressly in writing and no such waiver
shall constitute or be construed as a waiver by such party of any future breach
of the same or any other provisions of this Agreement.
(f) This Agreement may be executed and delivered in two or more
counterparts, each of which shall be an original document and all of which
together shall constitute a single binding agreement.
(g) The captions and numbers of the various sections hereof are
included for convenience of reference only and do not in any way affect the
meaning or interpretation of the substantive provisions hereof.
(h) All representations, warranties, covenants and agreements made by
any party to this Agreement shall be true and correct as of the issuance of the
Shares by the Company and shall survive the execution, delivery and consummation
of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxx
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Title: Chairman
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DEBTHOLDER
TOTAL BRAKE INDUSTRIES (USA) LTD.
By: /s/ Xxxxxxxxx Xxxxxx
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Title: President
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