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EXHIBIT 10.22
SUBSCRIPTION AGREEMENT
LMI Aerospace, Inc. (f/k/a Xxxxxxx'x Metal, Inc.)
0000 Xxxxxxx 00 Xxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
1. Subscription.
The undersigned, Xxxxxxxx X. XxXxxxx ("XxXxxxx"), as the beneficial
owner of the Xxxxxxxx X. XxXxxxx XXX Rollover Account (the "XXX"), hereby
irrevocably subscribes for and agrees to cause the XXX to purchase from LMI
Aerospace, Inc. (f/k/a Xxxxxxx'x Metal, Inc.), a Missouri corporation (the
"Company") an aggregate of 30,000 shares of the common stock, $0.02 par value
per share (the "Shares"), for an aggregate purchase price of $600,000.00, with
an appropriate adjustment by the Company in the number of Shares for any change
by reason of any stock dividend, stock split or exchange of shares or
recapitalization of the Company. XxXxxxx acknowledges this Subscription shall
expire 120 days from the date hereof.
2. Representations and Warranties. XxXxxxx represents and warrants to,
and agrees with, the Company, as of the date hereof and the date of the closing,
as follows:
(a) XxXxxxx is an "Accredited Investor" as that term is defined in
Rule 501(a) of Regulation D ("Regulation D") promulgated under the
Securities Act of 1933, as amended, and rules and regulations thereunder
("Act"). Specifically, XxXxxxx is an executive officer of the Company.
(b) XxXxxxx is a bona fide resident of the State of Missouri and is
legally competent to execute this Subscription Agreement.
(c) XxXxxxx is actively engaged in the conduct of the Company's
business and affairs and, accordingly, is fully familiar with the Company
and its business, plans and financial condition.
(d) XxXxxxx has such knowledge and experience in finance, securities,
investments and other business matters so as to be able to protect his
interests in connection with this transaction.
(e) XxXxxxx understands the various risks of an investment in the
Company contemplated hereby and can afford to bear such risks, including
(but not limited to) the risk of losing LeGrand's entire investment.
(f) XxXxxxx will cause the XXX to acquire the Shares for the IRA's
account for investment and not with a view to the sale or distribution
thereof or the granting of any participation therein, and has no present
intention of distributing or selling to others any of such interest or
granting any participation therein.
(g) XxXxxxx acknowledges and agrees that the representations,
warranties and agreements made by XxXxxxx herein shall survive the
execution, delivery and performance of this Agreement and the purchase of
the Shares.
(h) XxXxxxx acknowledges and agrees that the Shares will be subject
to the restrictions set forth in Section 4 of this Subscription Agreement,
a shareholder agreement with the Company (the "Shareholder Agreement") and
voting trust agreement dated November 11, 1996 (the "Voting
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Trust Agreement") and agrees to execute the Shareholder Agreement and
Voting Trust Agreement upon the issuance of the Shares.
3. Indemnification. XxXxxxx acknowledges that he understands the meaning
and legal consequences of the representations and warranties contained in
Section 2 of this Subscription Agreement, and agrees to indemnify and hold
harmless the Company and its officers, directors, employees, agents and
controlling persons, past, present or future from and against any and all loss,
damage or liability due to or arising out of a breach of any such representation
or warranty.
4. Transferability. Neither this Agreement, nor any interest of XxXxxxx
or the XXX herein, is assignable or transferable by XxXxxxx or the XXX, in whole
or in part, except by operation of law. None of the Shares subscribed for or the
rights relating thereto may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of by the XXX, or XxXxxxx, and XxXxxxx agrees
not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of such
Shares or rights, during a period of restriction extending from the date of
issuance of the Shares and ending on April 30, 2002 ("Period of Restriction").
At the end of the Period of Restriction (the "Termination Date"), such
restriction on transfer shall lapse and the Shares will become subject to such
limitations on transfer, if any, as may exist under (i) the Shareholder
Agreement, (ii) the Voting Trust Agreement, (iii) any other agreement binding
upon XxXxxxx and the XXX or (iv) applicable law.
5. Miscellaneous.
A. This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
among them concerning such subject matter, and may be modified only by a written
instrument duly executed by the party to be charged.
B. Except as otherwise specifically provided herein, any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by registered or certified mail, return receipt
requested, or sent by Federal Express, Express Mail or similar next business day
delivery service, or delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt or confirmation to the party to
whom it is to be given: (i) if to the Company, at the address set forth on the
first page hereof, (ii) if to XxXxxxx, at the address set forth on the signature
page hereof, or (iii) in either case, to such other address as the party shall
have furnished in writing in accordance with the provisions of this Section 5.B.
Notice to the estate of any party shall be sufficient if addressed to the party
as provided in this Section 5.B. Any notice or other communication given as
provided in this Section 6(b) shall be deemed given at the time of receipt
thereof.
C. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, the successors and assigns of the Company, the permitted
successors and assigns of the XXX, and the successors, assigns, heirs and
personal representatives of XxXxxxx.
D. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
E. This Agreement shall be governed by and construed in accordance
with the laws of the State of Missouri, without giving effect to principles
governing conflicts of law.
F. This Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Sections 3 and 5.B. hereof).
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The parties have executed this Agreement as of the day and year this
subscription has been accepted by the Company, as set forth below.
Accepted this 27th day of
/s/ Xxxxxxxx X. XxXxxxx April, 1998:
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Xxxxxxxx X. XxXxxxx, the Beneficial Owner
of the Xxxxxxxx X. XxXxxxx XXX
Rollover Account LMI Aerospace, Inc.
(f/k/a Xxxxxxx'x Metal, Inc.)
Social Security No.
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By: /s/ Xxxxxx X. Xxxx
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908 Claymark Xx. Xxxxxx X. Xxxx, President
Xx. Xxxxx, XX 00000
