EXHIBIT 99.19
AMENDMENT NO. 1 TO WARRANT
This Amendment No.1 (the "Amendment"), dated as of June 13, 2003 to the
Warrant No W- 2001-20 dated as of November 30, 2001 (the "Warrant"), granted by
Universal Automotive Industries, Inc., a Delaware corporation (the "Company") to
X.X. Xxxxxx & Company, LLC ("Holder"). Unless otherwise defined herein, terms
defined in the Warrant are used herein as therein defined.
RECITALS
A. The Company granted the Warrant to Holder at an Exercise Price
in excess of $.50 per Share.
B. The present trading price of the Company's Shares is
substantially less than the present Exercise Price.
C. In order to induce Holder to exercise the Warrant, the Company
has agreed to reduce the Exercise Price to $0.50 per Share until January 31,
2004.
D. This reduction of the Exercise Price to $0.50 per Share will
benefit the Company, which will receive the proceeds of any Warrant exercise,
and will benefit Holder who will be able to exercise the Warrant at a lower
Exercise Price.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties agree as follows:
THE RECITALS SET FORTH ABOVE ARE INCORPORATED BY REFERENCE HEREIN AND
MADE A PART HEREOF AS IF FULLY REWRITTEN.
THE EXERCISE PRICE SET FORTH IN PARAGRAPH 1 OF THE WARRANT IS REVISED
TO $0.50 PER SHARE; PROVIDED, HOWEVER, THAT THE EXERCISE PRICE SHALL REVERT TO
THE ORIGINAL EXERCISE PRICE SET FORTH IN THE WARRANT AFTER THE CLOSE OF BUSINESS
ON JANUARY 31, 2004 AND SHALL REMAIN AT THE ORIGINAL EXERCISE PRICE UNTIL THE
EXPIRATION TIME.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By: __________________________________
Name: __________________________________
Title: __________________________________
HOLDER:
X.X. XXXXXX & COMPANY, LLC
By: __________________________________
Title: __________________________________
Address: 0000 Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT HAS
BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE
WARRANT REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT THERETO
OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER IF AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.
No. W 2001-20 November 30, 2001
To Purchase 100,000 Shares of Common Stock of
Universal Automotive Industries, Inc.
1. NUMBER OF SHARES, EXERCISE PRICE, TERM. This certifies that, in partial
consideration of entering into that certain Investment Banking Agreement
("Agreement") dated as of November 30, 2001 by and among X.X. Xxxxxx A Company,
L.L.C. and Universal Automotive Industries, Inc., a Delaware corporation (the
"Company"), the Holder is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time after November 30, 2001 and at or prior to
11:59 p.m. Central Time, on November 30, 2004 (the "Expiration Time"), but not
thereafter, to acquire from the Company, in whole or in part, from time to time,
up to 100,000 fully paid and non-assessable shares (the "Shares") of common
stock, $.01 par value, of the Company ("Common Stock") at a purchase price per
Share of $3.00 per share.
2. EXERCISE OF WARRANTS. The purchase rights represented by this Warrant
are exercisable by the Holder, in whole or in part, at any time, or from time to
time, subsequent to the date hereof, by the surrender of this Warrant and the
Notice of Exercise annexed hereto, all duly collected and executed on behalf of
the Holder, at the office of the Company in Alsip, Illinois (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company).
Payment of the Exercise Price for the Shares thereby purchased shall be made by
cash, certified or cashier's check or wire transfer payable to the order of the
Company, at 10:00 a.m., Central Standard Time, on the day following surrender of
this Warrant and the Notice of Exercise, in an amount equal to the purchase
price of the Shares thereby purchased. Thereupon, the Holder as the holder of
this Warrant, shall be entitled to receive from the Company a stock certificate
in proper form representing the number of Shares so purchased, and a new Warrant
in substantially identical form and dated as of such exercise for the purchase
of that number of Shares equal to the difference, if any, between the number of
Shares subject hereto and the number of Shares as to which this Warrant is so
exercised.
3. ISSUANCE OF SHARES. Certificates for Xxxxxx purchased hereunder shall
be delivered to the Holder promptly after the date on which this Warrant shall
have been exercised in accordance with the terms hereof. The Company hereby
represents and warrants that all Shares that may be issued upon the exercise of
this Warrant will, upon such exercise, be duly and validly authorized and
issued, fully paid and non-assessable and free from all taxes, liens and charges
in respect of the issuance thereof (other than liens or charges created by or
imposed upon the Holder as the holder of the Warrant or taxes in respect of any
transfer occurring contemporaneously or otherwise specified herein). The Company
agrees that the Shares so issued shall be and shall for all purposes be deemed
to have been issued to the Holder as the record owner of such Shares as of the
close of business on the date on which this Warrant shall have been exercised or
converted in accordance with the terms hereof.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional Shares or scrip
representing fractional Shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional Share to which the Holder as the holder would
otherwise be entitled, the Holder shall be entitled, at its option, to receive
either (i) a cash payment equal to the excess of fair market value for such
fractional Share above the Exercise Price for such fractional share (as
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determined in good faith be the Company) or (ii) a whole Share if the Holder
tenders the Exercise Price for one whole share.
5. NO RIGHTS AS SHAREHOLDER. This Warrant does not entitle the Holder as a
holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.
6. CHARGES, TAXES AND EXPENSES. Certificates for Shares issued upon
exercise of this Warrant shall be issued in the name of the Holder as the holder
of this Warrant. Issuance of certificates for Shares upon the exercise of this
Warrant shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificates, all
of which taxes and expenses shall be paid by the Company. The Company will pay
all costs associated with the filing, completion and maintenance of registration
statements with the SEC pertaining to the Warrant and its underlying Shares.
7. NO TRANSFER. This Warrant and any rights hereunder are not transferable
by the Holder as the holder hereof, in whole or in part, except pursuant to the
Securities Act of 1933 or an exemption thereof.
8. EXCHANGE AND REGISTRY OF WARRANT. This Warrant is exchangeable, upon
the surrender hereof by the Holder as the registered holder at the
above-mentioned office or agency of the Company, for a new Warrant on
substantially identical form and dated as of such exchange. The Company shall
maintain at the above-mentioned office or agency a registry showing the name and
address of the Holder as the registered holder of this Warrant. This Warrant may
be surrendered for exchange or exercise, in accordance with its terms, at the
office of the Company, and the Company shall be entitled to rely in all
respects, prior to written notice to the contrary, upon such registry.
9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation
and reissuance, in lieu of this Warrant.
10. RESERVATION OF COMMON STOCK. The Company will at all times reserve and
keep available, solely for issuance, sale and delivery upon the exercise of this
Warrant, such number of Shares, equal to the number of such Shares purchasable
upon the exercise of this Warrant. In the event the Company conducts any stock
split, dividend or recapitalization, then the Warrants, the warrant exercise
price and the Shares underlying the Warrant shall be proportionally adjusted in
accordance with securities industry practice. All such Shares shall be duly
authorized and, when issued upon exercise of this Warrant in accordance with the
terms hereof, will be validly issued and fully paid and non-assessable, with no
liability on the part of the Holder. Such Shares will not be subject to any
preemptive rights.
11. LISTING ON SECURITIES EXCHANGES, ETC. The Company will maintain the
listing of all Shares issuable or issued from time to time upon exercise of this
Warrant on each securities exchange or market or trading system on which any
shares of Common Stock are then or at any time thereafter listed or traded, but
only to the extent and for such period of time as such shares of Common Stock
are so listed.
12. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday or a Sunday or a legal holiday.
13. ADJUSTMENTS AND TERMINATION OF RIGHTS. The purchase price per Share and
the number of Shares purchasable hereunder are subject to adjustment from time
to time as follows:
(a) Merger or Consolidation. If at any time there shall be a
merger or a consolidation of the Company with or into another corporation when
the Company is not the surviving corporation, then, as part of such merger or
consolidation, lawful provision shall be made so that Holder as the holder of
this Warrant shall thereafter be entitled
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to receive upon exercise of this Warrant, during the period specified herein and
upon payment of the aggregate Exercise Price then in effect, the number of
shares of stock or other securities or property (including cash) of the
successor corporation resulting from such merger or consolidation, to which
Holder as the holder of the Shares deliverable upon exercise of this Warrant
would have been entitled in such merger or consolidation if this Warrant had
been exercised immediately before such merger or consolidation. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of Holder as the holder
of this Warrant after the merger or consolidation. This provision shall apply to
successive mergers or consolidations.
(b) Reclassification, Recapitalization, etc. If the Company at any
time shall, by subdivision, combination or reclassification of securities,
recapitalization, automatic conversion, or other similar event affecting the
number or character of outstanding Shares, or otherwise, change any of the
securities as to which purchase rights under this Warrant exist into the same or
a different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.
(c) Split, Subdivision or Combination of Shares. If the Company at
any time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the securities as to which purchase rights under this
Warrant exist, the Exercise Price shall be proportionately decreased in the case
of a split or subdivision or proportionately increased in the case of a
combination.
(d) Common Stock Dividends. If the Company at any time while this
Warrant is outstanding and unexpired shall pay a dividend with respect to Common
Stock payable in Shares, or make any other distribution with respect to Common
Stock in Shares, then the Exercise Price shall be adjusted, from and after the
date of determination of the shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of Shares outstanding immediately
prior to such dividend or distribution, and (ii) the denominator of which shall
be the total number of Shares outstanding immediately after such dividend or
distribution. This paragraph shall apply only if and to the extent that, at the
time of such event, this Warrant is then exercisable for Common Stock.
(e) Adjustment of Number of Shares. Upon each adjustment in the
Exercise Price pursuant to Section 13(c) or 13(d) hereof, the number of Shares
purchasable hereunder shall be adjusted, to the nearest whole Share, to the
product obtained by multiplying the number of Shares purchasable immediately
prior to such adjustment in the Exercise Price by a fraction (i) the numerator
of which shall be the Exercise Price immediately prior to such adjustment, and
(ii) the denominator of which shall be the Exercise Price immediately after such
adjustment.
14. NOTICE OF ADJUSTMENTS; NOTICES. Whenever the Exercise Price or number
or type of securities issuable hereunder shall be adjusted pursuant to Section
13 hereof, the Company shall issue and provide to Holder as the holder of this
Warrant a certificate signed by an officer of the Company setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of Shares purchasable hereunder after giving effect to such
adjustment.
15. GOVERNING LAW. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of Delaware and for all purposes shall be construed in accordance with and
governed by the laws of said state, without giving effect to the conflict of
laws principles. All disagreements between the Holder and the Company will be
resolved in Arbitration.
16. AMENDMENTS. This Warrant may be amended and the observance of any term
of this Warrant may be waived only with the written consent of the Company and
the Holder.
17. NOTICE. All notices hereunder shall be in writing and shall be
effective (a) on the day on which delivered if delivered personally or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
(1) business day after the date on which the same is delivered to a nationally
recognized overnight courier service with evidence
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of receipt, or (c) five (5) business days after the date on which the same is
deposited, postage prepaid, in the U.S. mail, sent by certified or registered
mail, return receipt requested, and addressed to the party to be notified at the
address indicated below for the Company, or at the address for the Holder as the
holder set forth in the registry maintained by the Company pursuant to Section
9, or at such other address and/or telecopy or telex number and/or to the
attention of such other person as the Company or the Holder as the holder may
designate by ten (10) day advance written notice.
18. ENTIRE AGREEMENT. This Warrant, the forms attached hereto contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous arrangements or undertakings with
respect thereto.
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IN WITNESS WHEREOF, Universal Automotive Industries, Inc. has caused
this Warrant to be executed by its duly authorized officer.
Dated: as of November 30, 2001
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
Address: 00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Name of Xxxxxx: X.X. Xxxxxx A. Company,.
L.L.C.
Address: 0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
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