EXHIBIT 4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 3/rd/ day of
July 2001, by and between JENS HOHNEL (the "Seller"), and XXXXXXX X. XXXXXX (the
"Buyer").
A. Pursuant to a certain Agreement and Plan of Merger dated as of May 14,
2001, by and among Xxxxxx Group, L.L.C., Xxxxxxx & Xxxxxx Corporation, Xxxxxxx &
Xxxxxx Products Co., Xxxxxxx X. Xxxxxx, Xxxxxxx X. XxXxxxxxx, Jens Hohnel, XX
Xxxxxx, Inc., ME XxXxxxxxx, Inc. and J Hoehnel, Inc. (the "Merger Agreement"),
Seller shall become at the Effective Time the record owner and holder of
1,700,000 shares of the issued and outstanding shares of the common stock of
Xxxxxxx & Xxxxxx Corporation, a Delaware corporation (the "Company") (all
capitalized terms not herein defined shall have the meaning ascribed to them in
the Merger Agreement);
B. In consideration of the discharge by Buyer of Seller's obligations to
Buyer under a certain Promissory Note in the amount of $4,240,780, United States
of America currency, including interest accrued thereon to the Effective Time
(the "Debt"), Seller desires to convey to Buyer 848,156 shares of the Stock (the
"Shares"), subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Purchase and Sale of Stock. Immediately following the Effective Time,
--------------------------
Seller shall transfer, assign and deliver to Buyer the Shares, duly endorsed for
transfer or with an Assignment Separate from Certificate duly endorsed for
transfer to Buyer (the "Endorsement"). In consideration therefor and
simultaneously with the delivery of the certificates representing the Shares and
the Endorsement, Buyer shall discharge the Debt, the receipt and sufficiency of
which is hereby acknowledged by Seller.
2. Representations and Warranties. Seller (a) makes all representations
------------------------------
and warranties made by Seller pursuant to the Merger Agreement, which
representations and warranties are herein incorporated by reference, and (b)
acknowledges and agrees that the discharge by Buyer of the Debt pursuant to this
Agreement constitutes fair, reasonable and adequate consideration for the
Shares.
3. Closing. The closing of the transactions contemplated herein shall
-------
occur immediately following the Effective Time, on the Closing Date, at the
offices of Xxxxxx Ventures, L.L.C., located at 000 Xxxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxx, Xxxxxxxx 00000.
4. Entire Agreement. This Agreement constitutes the complete agreement
----------------
between the parties with respect to the transactions referred to herein. All
prior negotiations and agreements between the parties are superseded by this
Agreement, and there are no representations, warranties, promises,
understandings or agreements between the parties with respect to the
transactions referred to herein except as expressly set forth herein.
5. Amendments. This Agreement may not be modified or otherwise amended,
----------
except pursuant to a written agreement signed by the parties.
6. Successors. This Agreement shall be binding upon, inure to the benefit
----------
of, and be enforceable by, the heirs, personal representatives, executors, and
successors of the parties.
7. Paragraph Headings. The paragraph headings herein are for reference
------------------
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement, nor be deemed to constitute a part of this Agreement.
8. Governing Law. This Agreement and the transactions contemplated herein
-------------
shall be governed by and construed in accordance with the laws of the State of
Michigan applicable to agreements made and to be performed wholly within such
State, and without regard to its conflicts-of-law principles.
9. Attorney Conflict Note. Seller specifically acknowledges that Seller
----------------------
has been advised that a conflict of interest may exist between Seller and Buyer,
and that Seller has been advised to and given the opportunity to seek
independent legal advise regarding the economic, legal and tax consequences of
this Agreement, and the opportunity to have all of Seller's questions answered,
prior to executing this Agreement. Seller further acknowledges that Xxxxx Hill
PLC drafted this Agreement as counsel to Buyer, and only to Buyer. Seller
acknowledges that Seller understands the purpose of this notice and the
recommendation received.
10. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the day and year first above written.
Seller:
______________________________
JENS HOHNEL
Buyer:
______________________________
XXXXXXX X. XXXXXX
ACKNOWLEDGED AND ACCEPTED:
Xxxxxxx & Xxxxxx Corporation, its subsidiaries and affiliates hereby acknowledge
and agree that the execution of this Agreement, and the consummation of the
transactions contemplated herein, does not and shall not constitute a breach or
other violation of the representation and warranty made pursuant to Section
4.27(b)(ii) of the Merger Agreement.
XXXXXXX & XXXXXX CORPORATION
By: _______________________________
Its: _______________________________
