PUT AGREEMENT
DCT COMPONENT SYSTEMS, INC.
(a Michigan corporation)
For value received, DCT COMPONENT SYSTEMS, INC., a Michigan corporation
(the "Corporation") hereby grants to XXXXXXX X. REASON, as Trustee of the
XXXXXXX X. REASON REVOCABLE LIVING TRUST DATED APRIL 9, 1979 (hereinafter
referred to as the "Holder"), the right to require the Corporation to purchase
an aggregate of Ten Thousand (10,000) or such lesser number of shares of One
Hundred Dollars ($100) par value per share preferred stock (the "Preferred
Stock") of the Corporation held in the name of the Holder, as the Holder shall
determine, subject to the terms and conditions hereinafter set forth
(hereinafter referred to as the "Put").
1. Term and Exercise.
(a) (i) This Put may be exercised by the Holder for all, or
less than all, of the Preferred Stock subject to this Put at any time prior to
the expiration of this Put, which expiration shall occur on January 1, 2002 (the
"Term").
(ii) Upon the expiration of this Put, as aforesaid, this
Put shall be and become null and void; provided however, that should the
Corporation fail to satisfy its obligations hereunder prior to January 1, 2002,
the date of expiration shall be extended as necessary to allow the Corporation
to satisfy its obligations hereunder, although such extension shall not be
deemed a waiver by the Holder of the Corporation's breach, nor shall it affect
or reduce any remedies available to the Holder, in law or equity.
(b) The Put must be exercised in accordance with the following
schedule, except as otherwise provided herein:
Stock Certificate/Number of Shares Put Period During Which Put
of Preferred Stock Price May Be Exercised
------------------ ----- ----------------
Stock Certificate No. 100 for 375 Shares $37,500 January 1, 1997-January 10, 1997
Stock Certificate No. 101 for 375 Shares $37,500 April 1, 1997-April 10, 1997
Stock Certificate No. 102 for 375 Shares $37,500 July 1, 1997-July 10, 1997
Stock Certificate No. 103 for 375 Shares $37,500 October 1, 1997-October 10, 1997
Stock Certificate No. 104 for 375 Shares $37,500 January 1, 1998-January 10, 1998
Stock Certificate No. 105 for 375 Shares $37,500 April 1, 1998-April 10, 1998
Stock Certificate No. 106 for 375 Shares $37,500 July 1, 1998-July 10, 1998
Stock Certificate No. 107 for 375 Shares $37,500 October 1, 1998-October 10, 1998
Stock Certificate No. 108 for 375 Shares $37,500 January 1, 1999-January 10, 1999
Stock Certificate No. 109 for 375 Shares $37,500 April 1, 1999-April 10, 1999
Stock Certificate No. 110 for 375 Shares $37,500 July 1, 1999-July 10, 1999
Stock Certificate No. 111 for 375 Shares $37,500 October 1, 1999-October 10, 1999
Stock Certificate No. 112 for 375 Shares $37,500 January 1, 2000-January 10, 2000
Stock Certificate No. 113 for 375 Shares $37,500 April 1, 2000-April 10, 2000
Stock Certificate No. 114 for 375 Shares $37,500 July 1, 2000-July 10, 2000
Stock Certificate No. 115 for 375 Shares $37,500 October 1, 2000-October 10, 2000
Stock Certificate No. 116 for 375 Shares $37,500 January 1, 2001-January 10, 2001
Stock Certificate No. 117 for 375 Shares $37,500 April 1, 2001-April 10, 2001
Stock Certificate No. 118 for 375 Shares $37,500 July 1, 2001-July 10, 2001
Stock Certificate No. 119 for 375 Shares $37,500 October 1, 2001-October 10, 2001
Stock Certificate No. 120 for 2500 Shares $250,000 December 21, 2001-December 31,
2001
(c) The Holder shall exercise this Put or any part thereof by
delivery to the Corporation of a Notice of Intent to Put, in the form attached
hereto as Exhibit A, with a copy of the relevant Stock Certificates for the
Preferred Stock for which the Put is being exercised attached to such Notice.
The Put shall be deemed exercised for each particular Stock Certificate by the
delivery of such Notice of Intent to Put during the period for the exercise of
the Put for each such Stock Certificate as indicated above; provided, however,
that the Holder shall have the right to Put any shares of Preferred Stock at any
time during the Term of this Agreement for which the time periods described in
Subsection 1(b) has passed, but for which the Holder did not exercise the Put
during such time periods, but otherwise on the terms and conditions contained
herein.
(d) To the extent that the Holder elects to exercise the Put
for any particular Stock Certificate in an amount of shares less than the total
number of shares of the subject Stock Certificate, the applicable Put Price
shall be reduced pro rata as the number of shares of Preferred Stock of the
subject Stock Certificate for which such Put was not exercised bears to the
total number of shares of the subject Stock Certificate.
(e) Within ten (10) business days of the delivery to the
Corporation of the Notice of Intent to Put, the Corporation shall pay to the
order of the Holder certified or otherwise immediately available funds in the
amount specified in Subsection 1(b) above, or as otherwise reduced in accordance
with Subsection 1(d) above, in exchange for surrender of the Stock Certificates
specified in Subsection 1(b) above, indorsed in blank for transfer by the
Holder. In addition, the Corporation shall pay to the Holder certified or
otherwise immediately available funds in an amount equal to the accumulated
dividends applicable to the shares of the Preferred Stock for which the Put is
being exercised and for all of the shares of Preferred Stock which are then
issued to and held by the Holder.
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(f) In the event the Holder elects to exercise the Put for any
particular Stock Certificate, but for less than the total number of shares of
Preferred Stock of such Stock Certificate as provided in Subsection 1(d) above,
the Holder shall so note the total number of shares to be transferred on the
indorsement, and the Corporation shall reissue a new Stock Certificate to the
Holder for the number of shares for the subject Stock Certificate for which the
Put was not so exercised.
2. Put Price. The Put Price at which the Shares of the Preferred Stock
shall be purchased upon the exercise of this Put shall be the values specified
in Subsection 1(b) above, or such lesser amount as provided in Subsection 1(d)
above, as applicable.
3. Acceleration of Put. In the event of the liquidation, bankruptcy,
insolvency, merger or other change in corporate form of the Corporation or if
there is a sale or disposition of substantially all of the assets of the
Corporation or if the Corporation fails to honor any Notice of Intent to Put
delivered to the Corporation in accordance with the terms and conditions
contained herein, the Holder shall have the right to exercise the Put for all of
the shares of Preferred Stock held in the name of the Holder, or any one of
them, at the Put Prices and terms provided above by delivery of the Notice of
Intent to Put to the Corporation as to all of the shares of Preferred Stock held
in the name of the Holder, or any one of them, regardless of the time periods
provided for such Put as described in Subsection 1(b) above.
4. Conversion Agreement. The Preferred Stock is subject to a Conversion
Agreement of even date herewith ("Conversion Agreement"), pursuant to which the
Holder has a right to convert the Preferred Stock into the preferred stock of
Noble International, Ltd., a Michigan corporation ("Noble"), in the event Noble
completes an initial public offering of its stock. In the event Holder so
converts the Preferred Stock, the preferred stock of Noble which he receives as
a result of such conversion shall be subject to the terms of this Agreement as
if it were "Preferred Stock" hereunder. In such event, Noble shall be deemed to
be the "Corporation" for purposes of the preferred stock of Noble received by
Holder as a result of such conversion.
5. Notices. All notices and other communication given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered or mailed if delivered personally, by facsimile
transmission with originals mailed by first class mail, mailed by registered
mail (postage prepaid, return receipt requested) or delivered by a nationally
recognized courier service to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice, except that
notices of changes of address shall be effective upon receipt):
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If to the Corporation:
DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
With a copy to:
Xxxxxxx Xxxx, Esq.
c/o Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
If to the Holder:
Xxxxxxx X. Reason, as Trustee
0000 Xxxxx Xxxxx Xxxx., Xxx. X-0
Xxxxxxxx Xxxxx, Xxxxxxx 00000
With a copy to:
Xxxxx X. Xxxxx, Esq.
Stone, Biber & X'Xxxxx, P.C.
0000 Xxxx Xxxxxx Xx., Xxxxx 000
Xxxx, Xxxxxxxx 00000
6. Governing Law. This Put shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan.
7. Successors and Assigns. All of the provisions of this Put shall be
binding upon the Corporation and its successors and assigns and Holder, its
heirs, personal representatives, guardians, and assigns. Holder may assign its
rights hereunder in conjunction with the assignment of any or all of the
Preferred Stock, which rights relate to the Preferred Stock so transferred.
8. Breach of Agreement. In the event the Corporation fails or refuses
to honor its obligations hereunder, the Holder shall have the right to demand
specific performance of the Corporation's obligations hereunder and to bring
suit in any court of competent jurisdiction to enforce such right. The right to
specific performance shall be in addition to any other remedies available to the
Holder.
9. No Waiver.
(a) No failure or delay by Holder to insist upon the strict
performance of any term of this Agreement or to exercise any right, power, or
remedy consequent upon a default hereunder shall constitute a waiver of any such
term or of any such breach, or preclude Holder from exercising any right, power,
or remedy at any later time or times.
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(b) The failure of Holder to give notice of any failure or
breach of the Corporation under this Agreement shall not constitute a waiver of
any right or remedy in respect of such continuing failure or breach or any
subsequent failure or breach.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the 1st day of January, 1997.
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation
/s/ Xxxxx Xxxx
-------------------------------
By: Xxxxx Xxxx
Its: President
ACCEPTED:
/s/ Xxxxxxx X. Reason
-------------------------------
Xxxxxxx X. Reason, as Trustee
of the Xxxxxxx X. Reason
Revocable Living Trust dated
April 9, 1979
To the extent applicable, Noble International, Ltd., a Michigan
corporation, agrees to the terms and conditions of this Put Agreement and agrees
to be bound thereby.
Dated: ________________ NOBLE INTERNATIONAL, LTD.,
a Michigan corporation
/s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------
By: Xxxxxx X. Xxxxxxxxxxx
Its: President
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Exhibit A
NOTICE OF INTENT TO PUT
To: DCT Component Systems, Inc. Dated: _______
c/o Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxxx
The undersigned hereby irrevocably elects to exercise his put option to
the extent of _________________________ (______) shares of the Preferred Stock
of DCT Component Systems, Inc. (or Noble International, Ltd., as applicable),
represented by Stock Certificate No. ______, in accordance with the provisions
of that certain Put Agreement dated as of December 31, 1996, by and between DCT
Component Systems, Inc. and the undersigned, for the put price of
___________________ Dollars ($_______).
-------------------------------
Xxxxxxx X. Reason, as Trustee
of the Xxxxxxx X. Reason
Revocable Living Trust dated
April 9, 1979
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