TAX FREE STOCK EXCHANGE AGREEMENT
Pursuant to Internal Revenue Code ss.351
between
NOBLE INTERNATIONAL, LTD.
and
XXXXXX X. XXXXXXXXXXX
and XXXXXX X. XXXXXXX
Effective as of
January 1, 1996
TABLE OF CONTENTS
ARTICLE I - EXCHANGE OF COMMON SHARES................................. 1
1.01 Purchase of Common Shares................................. 1
1.02 Payment and Delivery...................................... 1
1.03 Internal Revenue Code Section 351 ........................ 1
ARTICLE II - REPRESENTATIONS OF NOBLE................................. 1
2.01 Authorization............................................. 1
2.02 Binding Obligations 2
2.03 No Conflict............. 2
ARTICLE III - REPRESENTATIONS OF SHAREHOLDERS......................... 2
3.01 Authorization............................................. 2
3.02 Binding Obligation........................................ 2
3.03 No Conflict............................................... 2
3.04 Investment Intent......................................... 2
ARTICLE IV - AFFIRMATIVE COVENANTS OF NOBLE .......................... 3
4.01 Financial Statements and Other Reports.................... 3
4.02 Inspection............. .................................. 3
ARTICLE V - MISCELLANEOUS............................................. 3
5.01 Expenses; Indemnities ................................... 3
5.02 Survival ................................................. 3
5.03 Remedies ................................................. 3
5.04 Notices................................................... 3
5.05 Consent to Jurisdiction ................................. 4
5.06 Successors and Assigns .................................. 4
5.07 Amendments and Waivers ................................... 4
5.08 Entire Agreement ......................................... 5
5.09 Governing Law............................................. 5
5.10 Severability ............................................ 5
5.11 Headings ................................................ 5
5.12 Counterparts; Effectiveness ............................. 5
5.13 Rights and Remedies ...................................... 5
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (this Agreement") is made and entered into
effective as of January 1, 1996, by and between Noble International Ltd., a
Michigan corporation ("Noble"), Xxxxxx X. Xxxxxxxxxxx and Xxxxxx X. Xxxxxxx
(collectively "Shareholders").
WHEREAS, Noble desires to issue and exchange with Shareholders and
Shareholders desire to exchange and acquire from Noble the Common Shares (as
hereinafter defined) on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein. and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged. the parties hereto, intending to
be legally bound, agree as follows:
ARTICLE I
EXCHANGE OF COMMON SHARES
1.01 Purchase of Common Shares. Subject to the terms and conditions hereof,
Shareholders shall acquire from Noble and Noble shall issue to Shareholders
Eight Thousand (8,000) shares of Noble's common stock (the "Noble Shares") on
the date hereof in exchange for Thirty Nine Thousand Nine Hundred Fifty Six
(39,956) common shares of Prestolock International, Ltd. ("Prestolock Shares").
1.02 Payment and Delivery. Upon the execution and delivery of this
Agreement by Noble and Shareholders. Noble will deliver to Shareholders
individual certificates representing the Noble Shares. registered in the name of
Shareholders in the amounts set forth in Exhibit A and Shareholders shall
deliver to Noble the Prestolock Shares.
1.03 Internal Revenue Code Section 351. It is the intent of the parties
hereto that the exchange described herein shall qualify as a tax free exchange
pursuant to IRC ss.351.
ARTICLE II
REPRESENTATIONS OF XXXXX
Xxxxx represents and warrants to Shareholders as follows
2.01 Authorization. It has the full capacity, power and authority to
execute, deliver and perform, its obligations under this Agreement and it has
taken all necessary corporate action to authorize the execution, delivery and
performance of its obligations hereunder and to consummate the transactions
contemplated hereby
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2.02 Binding Obligations. This Agreement, when executed and delivered by
the parties. will be its legally valid and binding obligation. enforceable
against it in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy. insolvency. reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity.
2.03 No Conflict. The execution, delivery and performance by it of this
Agreement and the consummation of the transactions contemplated hereby does not
and will not: (i) violate any provisions of law applicable to it; (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any of its contractual obligations; (iii) result in or
require the creation or imposition of any lien upon any of its properties or
assets; or (iv) require any approval or consent of any person under any
contractual obligations. except for such approvals or consents as have been
obtained and disclosed in writing to Shareholders.
ARTICLE III
REPRESENTATIONS OF SHAREHOLDERS
Shareholders individually represent and warrant to Noble as follows:
3.01 Authorization. Each has the full legal capacity, power and authority
to execute, deliver and perform their obligations under this Agreement.
3.02 Binding Obligation. This Agreement, when executed and delivered by the
parties, will be their legally valid and binding obligation, enforceable against
them in accordance with its terms. except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and by general principles of equity.
3.03 No Conflict. The execution, delivery and performance by them of this
Agreement and the consummation of the transactions contemplated hereby does not
and will not: (i) violate any provisions of law applicable to them; (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any of their contractual obligations; (iii) result
in or require the creation or imposition of any lien upon any of their
properties or assets; or (i) require any approval or consent of any Person.
3.04 Investment Intent. They are acquiring the Noble Shares for their own
account for investment purposes only and the Noble Shares are not being
purchased with a view towards resale or distribution; and they are able to bear
the economic risk of ownership of the Noble Shares for an indefinite period of
time and have no present or foreseeable need to dispose of any portion of their
investment in Noble and are aware that they will be unable to readily liquidate
their investment in Noble.
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ARTICLE IV
AFFIRMATIVE COVENANTS OF NOBLE
From and after the date hereof, so long as any of the Noble Shares remain
outstanding, Noble shall perform and comply with, and shall cause each of its
Subsidiaries to perform and comply with, all covenants in this Article IV
applicable to such Person as follows:
4.01 Financial Statements and Other Reports. Noble will maintain, and cause
each of its subsidiaries to maintain, a system of accounting established and
administered in accordance with sound business practices to permit preparation
of financial statements in conformity with GAAP. Noble will deliver to each
holder of the Noble Shares, with reasonable promptness, such business or
financial information and data with respect to Noble or any subsidiary as from
time to time may be reasonably requested by any holder of the Noble Shares.
4.02 Inspection. Noble shall permit any authorized representative(s)
designated by any holder of the Noble Shares to visit and inspect any of the
properties of Noble or any of its subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and business with its
and their officers and independent certified public accountants, at such
reasonable times during normal business hours and as often as may be reasonably
requested.
ARTICLE V
MISCELLANEOUS
5.01 Expenses; Indemnity. Noble shall pay its costs, fees and expenses
incurred by it in connection with the negotiation, review, documentation,
preparation and closing of this Agreement. Shareholders shall pay all costs,
fees and expenses incurred by them in connection with the negotiation, review,
documentation, preparation and closing of this Agreement.
5.02 Survival. All representations, warranties, agreements and covenants
contained herein shall survive the execution and delivery of this Agreement, and
the purchase of the Noble Shares contemplated hereby and any disposition
thereof, notwithstanding any investigation made at any time by any of the
parties hereto.
5.03 Remedies. Each holder of any of the Noble Shares will be entitled to
enforce its rights under this Agreement specifically and to exercise all other
rights existing in its favor. Money damages may not be an adequate remedy for
any breach of the provisions of this Agreement and, accordingly, the parties may
apply to any court of law or equity of competent jurisdiction (as contemplated
by Section 5.05) for specific performance and/or injunctive relief in order to
enforce or prevent any violation of the provisions of this Agreement.
5.04 Notices. Any notice, request, claim, demand or other communication to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be
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deemed to have been given when delivered personally or mailed by certified or
registered mail, return receipt requested, and postage prepaid, to the
recipient, Such notices, demands and other communications will be sent as
follows:
(i) If to Noble:
Noble International, Ltd.
Suite 155
33 Bloomfield Hills Parkway
Bloomfield Hills, Michigan 48304-2944
(ii) If to Shareholders, as set forth in the records of Noble.
or, in either of the foregoing cases to such other address as such party may
hereafter specify for such purpose by notice to the other party referred to
above.
5.05 CONSENT TO JURISDICTION. NOBLE AND SHAREHOLDERS HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF MICHIGAN
AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT
SHALL BE LITIGATED IN SUCH COURTS. NOBLE AND SHAREHOLDERS WAIVE ANY OBJECTION
WHICH IT OR THEY MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE
CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVE PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT AND THEM AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE
MADE BY MAIL OR MESSENGER DIRECTED TO IT OR THEM AT THE ADDRESSES SET FORTH IN
SECTION 5.04 AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE: BEEN
POSTED TO THE PARTIES ADDRESS SET FORTH IN SECTION 5.04. NOTHING CONTAINED IN
THIS SECTION 5.05 SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.
5.06 Successors and Assigns. Except as otherwise provided herein, all of
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto. Xxxxxx X. Xxxxxxxxxxx may assign his rights or
obligations hereunder without the written consent of Noble.
5.07 Amendments and Waivers. Except as otherwise provided herein, any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by Noble and the holders of a
majority of the then outstanding Noble Shares issued and sold hereunder. Except
as otherwise provided in this Agreement, any failure of either of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation,
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covenant, agreement or condition shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.
5.08 Entire Agreement. This Agreement shall constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede all other
understandings, oral or written, with respect to the subject matter hereof.
5.09 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN. WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
5.10 Severability Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law in any jurisdiction. such provision will
be ineffective only to the extent of such invalidity, illegality or
unenforceability in such jurisdiction. without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.
5.11 Headings. The Section and Subsection headings of the Articles
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
5.12 Counterparts; Effectiveness. This Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts,
each of which shall be an original. with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto.
5.13 Rights and Remedies Cumulative. Except as otherwise provided herein,
the rights and remedies herein provided shall be cumulative and not exclusive of
any other rights or remedies provided by law or otherwise.
IN WITNESS WHEREOF, the parties have duly executed this Agreement effective
as of the date first above written.
NOBLE INTERNATIONAL, LTD.
By: /s/ XXXX X. XXXXX
___________________________
Its: President
_____________________________
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SHAREHOLDERS
/s/ Xxxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
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EXHIBIT A
EXCHANGE AGREEMENT
Shareholder No. of Prestolock No. of Noble
Shares Tendered Shares Received
Xxxxxx X. Xxxxxxxxxxx 35,000 7,000
Xxxxxx X. Xxxxxxx 4,956 1,000
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