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EXHIBIT 10.27
STOCK ACQUISITION REPRESENTATIONS AND COVENANTS
CERTIFICATE
Each of the undersigned, ________________________, President of H & S Management
Corp. (the "Corporation"), X. X. Xxxxxxxx and Xxxxxx Xxxxxx, hereby certifies
that it and/or he acknowledges and agrees that:
1. They are parties to that certain Asset Purchase Agreement dated ,
1998 by and among the Corporation, X. X. Xxxxxxxx, Xxxxxx Xxxxxx and Universal
Electronics Inc. ("UEI") (the "Agreement").
2. A portion of the consideration to be received in connection with the
sale by the Corporation of certain of its assets is shares of UEI's common
stock, par value $.01 (the "UEI Stock"), which UEI shall cause to be issued and
a new stock certificate (or certificates) shall be delivered to Buyer evidencing
the new ownership of the UEI Stock.
3. The UEI Stock being acquired hereunder have not been and will not be
registered under the Securities Act of 1933, as amended, or the securities laws
of any state or other jurisdiction (together "Securities Laws"); that the UEI
Stock is being sold in reliance on exemptions from the registration requirements
thereof; and that the UEI's reliance upon such exemptions is predicated in part
on the representations and covenants contained in this Certificate.
4. The UEI Stock is being acquired for the Corporation's own account and
not on behalf of any other person or persons and not with a view to, or for sale
in connection with, any public distribution thereof.
5. The certificate(s) or other documents evidencing the UEI Stock
(including those issued at any time in exchange or substitution thereof) will be
subject to stop transfer instructions and will bear a legend substantially in
the following form:
"The securities represented hereby have not been registered under the
Securities Act of 1933, as amended, or under the securities laws of any
state or other jurisdiction (together, the "Securities Laws") and may
not be offered for sale, sold or otherwise transferred or encumbered in
the absence of compliance with such Securities Laws and until the issuer
thereof shall have received from counsel acceptable to it a written
opinion reasonably satisfactory to it that the proposed disposition will
not violate any applicable Securities Laws."
6. Prior to the closing of the transactions contemplated within the
Agreement, each of the undersigned and their respective duly authorized agents
and representatives have been afforded the opportunity to ask questions and
receive answers concerning the ownership of an interest in UEI
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and to obtain any additional information necessary to verify the accuracy of the
information relating to the UEI Stock, UEI, or otherwise provided with respect
thereto.
7. Buyer understands and acknowledges that this transaction contains a
high degree of risk, and agrees to accept such risk.
IN WITNESS WHEREOF, each of the undersigned have executed this
Certificate as of the _____________ day of _________, 1998.
H & S Management Corp.
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Its:
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X. X. Xxxxxxxx
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Xxxxxx Xxxxxx
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