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EXHIBIT 10.8
VENTURE EQUITIES MANAGEMENT, INC.
August 28, 2001
Universal Automotive Industries, Inc.
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Ladies and Gentlemen:
We are writing to confirm the additional agreements that we have
reached in connection with the closing of the purchase and sale of Series A
Preferred Stock of Universal Automotive Industries, Inc. ("Universal") to
Venture Equities Management, Inc. ("Venture"). All capitalized terms used, but
not defined, herein shall have the meanings set forth in that certain Purchase
Agreement, dated as of the date hereof, by and between Venture and Universal.
Notwithstanding anything to the contrary in the Purchase Agreement, Venture and
Universal hereby agree as follows:
1. On the Closing Date:
(a) Venture and Universal shall jointly establish an
interest-bearing bank account ("Account") at either Xxxxxx Trust and
Savings Bank or Citibank National Association ("Bank"). The documents
establishing and governing the Account shall provide that: (i) there
shall be two authorized signatories on the Account, one of which shall
be an individual designated by Venture, and one of which shall be an
individual designated by Universal; and (ii) no payment or other
disbursement from the Account shall be made without a prior written
authorization signed by both signatories on the Account.
(b) Venture shall pay the Aggregate Purchase Price into
the Account ("Account Funds"). The Account Funds shall at all times be
segregated from the funds of each of Venture and Universal, and shall
be and remain free and clear of all liens, claims, encumbrances,
pledges, and charges.
(c) Universal shall issue and deliver to Venture a
certificate evidencing the Closing Shares in the manner set forth in
Section 2.4 of the Purchase Agreement.
2. No later than ninety (90) days following the Closing Date,
Universal shall furnish to Venture a letter, which shall have been issued to
Universal by The Nasdaq Stock Market, Inc., demonstrating and confirming to the
reasonable satisfaction of Venture that Universal is then in full compliance
with Nasdaq Marketplace Rule 4310(c)(2)(B) (without any restrictions,
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limitations, or qualifications with respect thereto) which requires Universal to
have a minimum of $2,000,000 in net tangible assets or a market capitalization
of $35,000,000 or $500,000 of net income for the most recently completed fiscal
year or two of the three most recently completed fiscal years ("Nasdaq Letter").
In the event that Venture shall for any reason disagree that the Nasdaq Letter
demonstrates and confirms that Universal is then in full compliance with the
aforesaid Nasdaq Marketplace Rule (without any restrictions, limitations, or
qualifications with respect thereto), then Venture shall deliver written notice
thereof to Universal within three (3) business days following delivery of the
Nasdaq Letter by Universal to Venture, and thereafter, the parties shall be
entitled to obtain immediate equitable relief for purposes of determining
whether Universal in then in full compliance with such Nasdaq Marketplace Rule.
3. In the event that Universal shall not have furnished the
Nasdaq Letter within the required ninety (90) day period or the Nasdaq Letter
shall not satisfy the requirements set forth in Paragraph 2 of this Letter
Agreement, effective immediately upon written notice provided by Venture to
Universal, which (except in the event of a dispute between Venture and Universal
with respect to compliance by Universal with any such requirements) shall be
delivered within fifteen (15) days following the lapse of said ninety (90) day
period ("Termination Notice"):
(a) each of the Purchase Agreement and the Transaction
Documents shall be automatically terminated (without any additional
action required by any party thereto) and shall thereafter be of no
further force or effect, and all of the transactions performed or
contemplated thereby shall be rescinded; provided, however, that
Sections 7.1, 7.3, and 7.9 of the Purchase Agreement shall survive
forever; and provided, further, that nothing herein or in the
Termination Notice shall relieve any party from liability for a breach
of the Purchase Agreement or Transaction Documents prior to the
termination thereof;
(b) all of the Account Funds (together with all interest
accrued thereon) shall thereupon become the sole property of Venture,
and Universal and Venture shall, as soon as practicable (but in no
event later than three (3) days following the delivery of the
Termination Notice), cause the individuals designated pursuant to
Paragraph 1(a) of this Letter Agreement to jointly execute and deliver
to the Bank all necessary instructions to release the Account Funds
exclusively to Venture (or its designee); and
(c) the certificate evidencing the Closing Shares shall
be tendered to Universal free and clear of all liens and encumbrances
and shall be cancelled.
4. In the event that Universal shall furnish the Nasdaq Letter
within the required ninety (90) day period and it shall have been finally
determined (either pursuant to a final, nonappealable, judicial determination or
in the event that Venture shall fail to deliver the Termination Notice in
accordance with the terms and conditions of Paragraph 3 of this Letter
Agreement) that the Nasdaq Letter shall fully satisfy the requirements set forth
in Paragraph 2 of this Letter Agreement, then all of the Account Funds (together
with all interest accrued thereon) shall thereupon become the sole property of
Universal, and Universal and Venture shall, as soon as practicable (but in no
event later than three (3) days following the delivery of the Termination
Notice), cause the individuals designated pursuant to Paragraph 1(a) of this
Letter Agreement to jointly execute and deliver to the Bank all necessary
instructions to release the Account Funds (together with all interest accruing
thereon) exclusively to Universal (or its designee).
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5. Each of the parties hereto shall take any and all actions, and shall
execute and deliver any and all documents and instruments, that shall be
necessary or appropriate to give full force and effect to this Letter Agreement.
This Letter Agreement shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Illinois, without regard
to the conflicts of laws principles thereof.
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If you are in agreement with the foregoing, please execute a copy of
this Letter Agreement in the space provided below and return it to the
undersigned. This Letter Agreement may be executed in multiple counterparts,
each of which shall have the force and effect of an original and all of which
together shall constitute one and the same document.
Sincerely,
Venture Equities Holdings, Inc.
By:
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Its:
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Agreed and confirmed as of the date
first written above.
Universal Automotive Industries, Inc.
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By:
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Its:
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