STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (hereinafter referred to as "Agreement")
is made and entered into this 1st day of July, 1996, by and among, DCT COMPONENT
SYSTEMS, INC., a Michigan corporation (hereinafter referred to as "Company"),
XXXXX XXXXXX XXXXXXXXX III (hereinafter referred to as "Xxxxxxxxx"), XXXXX X.
XXXXX (hereinafter referred to as "Stone") (Xxxxxxxxx and Xxxxx hereinafter
sometimes individually referred to as "Shareholder" and collectively referred to
as "Shareholders"), NOBLE INTERNATIONAL, LTD., a Michigan corporation
(hereinafter referred to as "Noble"), and XXXXX XXXX (hereinafter referred to as
"Xxxx") (Noble and Xxxx hereinafter sometimes individually referred to as
"Purchaser" and collectively referred to as "Purchasers").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxx and Stone are the only shareholders of the Company;
and
WHEREAS, Xxxxxxxxx owns Nine Hundred Eighty-Five (985) shares of the
common stock of the Company; and
WHEREAS, Stone owns Nine Hundred Eighty-Five (985) shares of the common
stock of the Company; and
WHEREAS, the Company desires to issue, sell, transfer and deliver to
Noble and Noble desires to purchase and receive from Company One Thousand Three
Hundred Forty-Three (1,343) shares of the common stock of the Company for the
consideration and upon the terms and conditions hereinafter set forth;
WHEREAS, the Company desires to issue, sell, transfer and deliver to
Xxxx and Xxxx desires to purchase and receive from Company Two Hundred
Sixty-Nine (269) shares of the common stock of the Company for the consideration
and upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the promises and of the
mutual agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. Sale and Purchase.
(a) Sale and Purchase of Noble Stock. Upon and subject to the
terms and conditions set forth in this Agreement, Company hereby agrees to
issue, sell, transfer and deliver to Noble, free and clear of all liens, pledges
and encumbrances of every kind, character, and description whatsoever, and Noble
agrees to purchase from the Company on the Closing Date, as defined below, One
Thousand Three Hundred Forty-Three (1,343) shares of One Dollar ($1.00) par
value common stock of the Company, evidenced by one or
more certificates of the Company, duly registered in the name of Noble
(hereinafter referred to as "Noble Stock").
(b) Sale and Purchase of Xxxx Stock. Upon and subject to the
terms and conditions set forth in this Agreement, Company hereby agrees to
issue, sell, transfer and deliver to Xxxx, free and clear of all liens, pledges
and encumbrances of every kind, character, and description whatsoever, and Xxxx
agrees to purchase from Company on the Closing Date, Two Hundred Sixty-Nine
(269) shares of common stock of the Company evidenced by one or more
certificates of the Company, duly registered in the name of Xxxx (hereinafter
referred to as "Xxxx Stock"). Provided, however, the sale and issuance of shares
to Xxxx is conditioned upon his entering into a Stock Redemption Agreement with
the Company, in form and substance acceptable to the Company.
Section 2. Purchase Price.
(a) The consideration to be paid by Noble to Company for the
Noble Stock shall be One and 00/100 Dollar ($1.00) payable in cash at Closing.
(b) The consideration to be paid by Xxxx to Company for the
Xxxx Stock shall be One and 00/100 Dollar ($1.00) payable in cash at Closing.
Section 3. Additional Agreements. The parties shall execute the
following at Closing:
(a) Stock Redemption Agreement by and between the Company and
Xxxx.
(b) Management Agreement by and between the Company and Noble.
(c) Voting Agreement by and among the Company, Shareholders
and Noble, and the related Irrevocable Proxy.
(d) Executive Bonus Pool Plan for the Company.
(e) Amendment of Xxxx Employment Agreement between the Company
and Xxxx.
(f) License Agreement by and among Xxxxxxxxx, the Company and
Xxxx Xxx regarding a Push-In Sheet Metal Fastening System.
(g) Warranty Xxxx of Sale for Xxxx Xxxxx Stock.
(h) Indemnification Agreement by DCT Companies, Inc. and DCT
Fasteners, Inc. regarding DCT Fasteners, Inc. debt.
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(i) Indemnification Agreement by Xxxxx X. Xxxxx regarding
Xxxxxxxxx debt/guaranty.
(j) Indemnification Agreement by Noble regarding personal
guaranties.
(k) Assignment and Assumption Agreements regarding GM claim
and TRW claim.
(l) Line of credit Promissory Note by Company to DCT
Companies, Inc.
(m) Company, Shareholders and Purchasers shall execute any
additional documents reasonably required to consummate the transaction
contemplate herein.
(The Agreements referred to in Section 3 shall hereinafter be
collectively referred to as "Closing Documents.")
Section 4. The Closing. The sale and purchase provided in this
Agreement shall be consummated at a closing to be held at the offices of Stone,
Biber & O'Toole, P.C. in the City of Troy, Michigan, at 10:00 a.m. on the 1st
day of July, 1996, or at such other place, time and date as the parties hereto
shall mutually agree upon. The date and event of the sale and purchase are,
respectively, hereinafter referred to as the "Closing Date" and the "Closing."
Section 5. Access to Properties and Records. From and after the date of
this Agreement, the Company and the Shareholders shall afford to the officers,
attorneys, accountants and other authorized representatives of Purchasers free
and full access to the plants, properties, books and records of the Company in
order that Purchasers may have full opportunity to make whatever investigation
they shall desire of the affairs of the Company, provided that the investigation
shall not unreasonably interfere with the operations of the Company. All
information provided by the Company and/or the Shareholders shall be treated
confidentially by Purchasers.
Purchasers shall not make any use of such information so provided by the Company
and/or the Shareholders, except for purposes of the transactions contemplated
hereunder.
Section 6. Representations and Warranties of the Company and the
Shareholders. The Company and the Shareholders represent and warrant unto the
Purchasers as follows:
(a) Company is, and at the Closing Date will be, authorized to
issue, sell, transfer and deliver the Noble Stock and the Xxxx Stock to Noble
and Xxxx, respectively.
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(b) Company has full power, in accordance with the law, to
execute and perform this Agreement, and such execution and performance does not
conflict with any contract to which Company is a party or to which Company is
subject. The execution and delivery of this Agreement and the completion of the
transactions contemplated hereby, to the extent applicable to Company, have been
duly authorized by all necessary actions on the part of the Company. This
Agreement is a valid and binding obligation of Company, enforceable against it
in accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity.
(c) Shareholders have full power, in accordance with the law,
to execute and perform this Agreement, and such execution and performance does
not conflict with any contract to which either or both Shareholders are a party
or to which either or both are subject. The execution and delivery of this
Agreement and the completion of the transactions contemplated hereby, to the
extent applicable to each Shareholder, have been duly authorized by all
necessary actions on the part of each Shareholder. This Agreement is a valid and
binding obligation of Shareholders, enforceable against them in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting creditors' rights generally from time to
time in effect and to general principles of equity.
(d) Except as described on the draft Financial Statements of
the Company dated December 31, 1995 and the interim management statements of the
Company through April 31, 1996, the only material liabilities of the Company are
as disclosed on Exhibit A attached hereto and thereby made a part hereof.
Section 7. Representations and Warranties of Purchasers. Purchasers
represent and warrant unto the Company and the Shareholders that:
(a) Purchasers have full power, in accordance with the law, to
execute and perform this Agreement, and such execution and performance does not
conflict with any contract to which either or both Purchasers are a party or to
which either or both are subject. The execution and delivery of this Agreement
and the completion of the transactions contemplated hereby, to the extent
applicable to each Purchaser, have been duly authorized by all necessary actions
on the part of each Purchaser. This Agreement is a valid and binding obligation
of Purchasers, enforceable against them in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other laws
affecting creditors' rights generally from time to time in effect and to general
principles of equity.
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(b) Noble is purchasing the shares for its own account for
investment purposes and not for resale, and agrees not to sell, assign or
otherwise transfer the shares unless they are registered under the Securities
Act of 1933 and/or the securities laws of the State of Michigan or the sale is
exempt from registration in the opinion of legal counsel for the Company. Noble
is financially able to suffer a complete loss of the purchase price and is aware
that the investment contemplated by this Agreement is speculative and neither
Company nor Shareholders make any assurance that it will be profitable or that
Noble's investment will enhance in value over time.
(c) Xxxx is, and at the Closing Date will be, a resident of
the State of Michigan and is purchasing the shares for his own account for
investment purposes and not for resale, and agrees not to sell, assign or
otherwise transfer the shares unless they are registered under the Securities
Act of 1933 and/or the securities laws of the State of Michigan or the sale is
exempt from registration in the opinion of legal counsel for the Company. Xxxx
is financially able to suffer a complete loss of the purchase price and is aware
that the investment contemplated by this Agreement is speculative and neither
Company nor Shareholders make any assurance that it will be profitable or that
Xxxx'x investment will enhance in value over time.
Section 8. Intercompany Debt, Shareholder Payables and Receivables. The
parties acknowledge and expressly agree that all liabilities owing to DCT
Companies, Inc. and its subsidiaries and affiliates (but excepting the Company),
and all Shareholder payables and receivables of the Company and all interest
which has accrued thereon ("Debt") are worthless and as a condition precedent to
the purchase of the Stock by the Purchasers, this Debt must be written off the
books of the Company, if not already done so, on or before December 31, 1997.
Provided, however, the Line of Credit Promissory Note in the face amount of Nine
Hundred Sixty Thousand and no/100 Dollars ($960,000.00) of even date herewith
shall not be written off and shall be a legally enforceable obligation of the
Company.
Section 9. Miscellaneous.
(a) Company, at any time and from time to time after the
Closing Date, upon reasonable request of Purchasers, will do, execute,
acknowledge, and deliver all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney, and assurances as may be reasonably required to
convey, transfer to, and vest in the respective Purchasers, and protect the
right, title, interest in, and enjoyment of, the Noble Stock and Xxxx Stock
intended to be assigned, transferred, and conveyed pursuant to this Agreement,
subject to approval by Company's counsel, which approval shall not be
unreasonably withheld.
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(b) Subject to the terms and conditions hereof, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
(c) Any notice, request, instruction, or other document to be
given hereunder to any party shall be in writing and deemed given on the date it
is delivered personally, by facsimile transmission with originals mailed by
first class, mail sent by registered or certified mail, postage prepaid,
telegram, or delivered by a nationally recognized courier service, as follows:
If to Company:
DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxx
If to Shareholders:
"Xxxxxxxxx"
Xxxxx Xxxxxx Xxxxxxxxx III
DCT Companies, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
"Stone"
Xxxxx X. Xxxxx
c/o DCT Companies, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
In either case, with a copy to:
Stone, Biber & O'Toole, P.C.
0000 Xxxx Xxxxxx Xx., Xxxxx 000
Xxxx, XX 00000
Attn: Xxxxx X. X'Xxxxx
If to the Purchasers:
"Noble"
Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
"Xxxx"
Xxxxx Xxxx
c/o DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
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!!!!!
In either case, with a copy to:
Xxxx X. Xxxxx, Esq.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Any party may change his or its address for purposes of this Section by giving
notice of such change of address to the other party in the manner herein
provided for giving notice.
(d) All exhibits hereto are incorporated herein. This
Agreement and the Closing Documents referenced herein constitute the entire
Agreement of the parties related to its subject matter and supersede all prior
agreements, whether written or oral, between the parties related to its subject
matter.
(e) This Agreement is declared to have been made under the
laws of the State of Michigan.
(f) If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
of this Agreement, such provision shall be fully severable; this Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision, there shall be added automatically as part
of this Agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
(g) The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(h) As the context of any provision may require, nouns and
pronouns of every gender and number shall be construed in any other gender and
number.
(i) This Agreement may be amended in any manner by an
agreement, in writing, signed by all the parties hereto or by their respective
successors and assigns, heirs, executors, administrators
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and personal representatives.
(j) Any party's failure to insist on compliance or enforcement
of any provision of this Agreement shall not affect its validity or
enforceability or constitute a waiver of future enforcement of that provision or
of any other provision of this Agreement.
(k) Strict compliance shall be required with each and every
provision of this Agreement. The parties hereto acknowledge that their interests
are unique, that failure to perform the obligations provided by this Agreement
shall result in irreparable harm and damage and that specific performance of
their obligations may be obtained by a court in equity.
(l) This Agreement may be executed in a number of
counterparts, and all counterparts executed by Purchasers, Company and
Shareholders shall constitute one and the same agreement, and it shall not be
necessary for Purchasers, Company and the Shareholders to execute the same
counterpart hereof.
(m) The Company is authorized to enter into this Agreement by
virtue of a Resolution unanimously adopted by the Board of Directors on July 1,
1996.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WITNESSETH: COMPANY:
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation
________________________ By: ___________________________
________________________ Its: ___________________________
SHAREHOLDERS:
/s/ A. Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx Xxxxxxxxx III
------------------------ --------------------------------
/s/ Jan Chinurt Xxxxx Xxxxxx Xxxxxxxxx III
------------------------
/s/ A. Xxxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxx
------------------------ -------------------------------
/s/ Jan Chinurt Xxxxx X. Xxxxx
------------------------
________________________
[signatures continued on next page]
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PURCHASERS:
NOBLE INTERNATIONAL, LTD.,
a Michigan corporation
/s/ Xxxxx X. Xxxxx
------------------------ By: /s/ Xxxx X. Xxxxx
/s/ Xxxx Xxxxxx --------------------------
------------------------ Its: President
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxx
------------------------ --------------------------
/s/ Xxxxx X. Xxxxx Xxxxx Xxxx
------------------------
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LIST OF EXHIBITS
A. Undisclosed Liabilities
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