EXHIBIT 99.53
WARRANT NO. _____ DATED NOVEMBER 25, 2003 TO
REEDLAND CAPITAL PARTNERS (revised)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS SECURITY OR
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE WARRANT
Date of Issuance: November 25, 2003 Warrant No. __
For value received, Universal Automotive Industries, Inc., a Delaware
corporation (the "Company"), hereby grants to Reedland Capital Partners, an
institutional division of Financial West Group ("Reedland" -- Reedland or its
successors or assigns is hereinafter referred to as the "Registered Holder").
Registered Holder the right to purchase from the Company an aggregate of 137,500
shares of Common Stock ("Warrant Stock"), at a price per share equal to $1.92
(as may be adjusted from time to time hereunder) ("Exercise Price"). The amount
and kind of securities purchasable pursuant to the rights granted hereunder are
subject to adjustment pursuant to the provisions contained in this Warrant.
This Warrant is subject to the following provisions:
Section 1. Exercise of Warrant.
1.1 Exercise Period. This Warrant shall expire on November 25,
2008. The Registered Holder may exercise, in his sole and absolute discretion,
in whole or in part (but not as to a fractional share of Warrant Stock), the
purchase rights represented by this Warrant at any time and from time to time
prior to the expiration hereof.
1.2 Exercise Procedure.
(a) This Warrant may be exercised by delivering all of the
following items to the Company at its principal office (the date on
which the Company shall receive all of such items shall be referred to
as the "Exercise Date"):
(i) a completed Exercise Agreement, as described in
Section 1.3, executed by the person or entity exercising all
or part of the purchase rights represented by this Warrant
("Purchaser");
(ii) if this Warrant is not registered in the name of
the Purchaser, an Assignment or Assignments, in the form
attached hereto as Exhibit I, evidencing the assignment of
this Warrant to the Purchaser (in which case the Registered
Holder will be deemed to have complied with Section 5); and
(iii) Unless the Cashless Exercise Option provided
under Section 1.6 below is utilized, a wire transfer or check
payable to the Company in an amount equal to the product of
the Exercise Price multiplied by the number of shares of
Warrant Stock being purchased upon such exercise.
(b) The Company shall use its best efforts to cause the
transfer agent of its securities to issue and deliver to the Purchaser
certificates for shares of Warrant Stock issuable upon exercise of this
Warrant within ten business days after the Exercise Date, but in no
event shall such certificates be issued and delivered later than 15
business days after the Exercise Date.
(c) In the event that this Warrant shall be exercised for less
than all of the Warrant Stock, the Company shall, within ten business
days after the Exercise Date, execute and deliver to the Purchaser a
replacement Warrant of like tenor for the balance of the Warrant Stock
that may be purchased hereunder.
(d) The Warrant Stock issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser at 5:00 p.m.
(Chicago time) on the Exercise Date, and the Purchaser shall be deemed
for all purposes to have become the record holder of such Warrant Stock
at such time on the Exercise Date.
(e) The issuance of certificates for shares of Warrant Stock
upon exercise of this Warrant shall be made without charge to the
Registered Holder or the Purchaser for any issuance tax with respect
thereto or other cost incurred by the Company in connection with such
exercise and the related issuance of shares of Warrant Stock; provided,
however, that the Company shall not be required to pay any income tax
to which the Registered Holder or the Purchaser may be subject in
connection with the issuance of this Warrant or any Warrant Stock. Each
share of Warrant Stock issuable upon exercise of this Warrant shall be,
upon payment of the Exercise Price, or utilization of the Cashless
Exercise Option, duly authorized, validly issued, fully paid and
nonassessable and free from all liens, restrictions, encumbrances, and
charges.
(f) Each party shall assist and cooperate with each other party
with respect to any required governmental filings or governmental
approvals prior to, or in connection with, any exercise of this
Warrant.
1.3 Exercise Agreement. To exercise this Warrant, each Purchaser
shall execute and deliver the Exercise Agreement, the form of which is attached
hereto as Exhibit II, except that if the shares of Warrant Stock are not to be
issued in the name of the Registered Holder, the Exercise Agreement shall also
state the name of the person or entity to whom the certificates for the shares
of Warrant Stock are to be issued, and if the number of shares of Warrant Stock
to be issued does not include all the shares of Warrant Stock purchasable
hereunder, it shall also state the name of the person or entity to whom a new
Warrant for the unexercised portion of the rights hereunder is to be delivered.
Such Exercise Agreement shall be dated the date of execution thereof.
1.4 Fractional Shares. The Company shall not be required to issue
any fractional shares upon exercise of the rights represented by this Warrant.
In lieu of any fractional share to which the Purchaser would otherwise have been
entitled in the absence of this section, the Company shall, within ten business
days after the Exercise Date, deliver to the Purchaser by wire transfer or a
check payable to the Registered Holder an amount equal to the difference between
the Market Price of such fractional share and the Exercise Price of such
fractional share.
2
1.5 Reservation of Common Stock. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock issuable upon the exercise of this Warrant. If,
at any time, the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the full exercise of this Warrant, the Company shall
immediately take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose. All Warrant Stock,
when issued, shall be duly authorized and validly issued, fully paid and
nonassessable, and free from all taxes, liens, encumbrances, and restrictions.
The Company shall take all actions that may be necessary to assure that such
shares of Warrant Stock may be so issued without violation of any applicable law
or governmental regulation, or any requirement of any domestic securities
exchange.
1.6 Cashless Exercise. In lieu of exercising this Warrant or any
portion hereof and paying the Exercise Price as otherwise provided herein, the
Purchaser shall have the right to convert this Warrant or any portion hereof
into a number of shares to be computed using the following formula (the
"Cashless Exercise Option"):
(P)(Y)(A-B)
X =
A
X = the number of shares of Common Stock to be issued to the
Purchaser for the portion of this Warrant being converted.
P = the portion of this Warrant being converted (expressed as a
percentage) which is equal to the number of shares of Common Stock being
converted pursuant to a Cashless Exercise Option divided by Y.
Y = the total number of shares of Common Stock issuable upon
exercise of this Warrant in full.
A = the Market Price of one share of Common Stock determined as of
the date of exercise of this Warrant.
B = the Exercise Price.
Upon any such conversion, the number of shares converted pursuant to
the Cashless Exercise Option, which is equal to P multiplied by X, shall be
cancelled as provided herein.
Section 2. Adjustment of Number of Shares.
2.1 Subdivision or Combination of Common Stock. If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced and the
number of shares of Warrant Stock obtainable upon exercise of this Warrant shall
be proportionately increased. If the Company at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number
3
of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of shares of Warrant Stock
obtainable upon exercise of this Warrant shall be proportionately decreased.
2.2 Reorganization, Reclassification, Consolidation,
Merger, or Sale. Prior to the consummation of any Organic Change, the Company
shall make appropriate provision to ensure that each Purchaser shall thereafter
have the right to acquire and receive in lieu of, or addition to (as the case
may be), the shares of Warrant Stock immediately theretofore acquirable and
receivable upon the exercise of such holder's Warrant, such shares of stock,
securities, cash, or assets as may be issued or payable with respect to, or in
exchange for, the number of shares of Warrant Stock immediately theretofore
acquirable and receivable upon exercise of such holder's Warrant had such
Organic Change not taken place. The Company shall not effect any such Organic
Change, unless prior to the consummation thereof, the successor entity (if
other than the Company) resulting from such Organic Change or the entity
purchasing such assets shall either (i) redeem in cash any unexercised portion
of the Warrant at an amount equal to the product of (A) the number of shares of
Warrant Stock into which such unexercised portion of the Warrant is exercisable
multiplied by (B) the difference between (x) the Market Price as of the date of
redemption, minus the Exercise Price (as adjusted), or (ii) cause such
unexercised portion of the Warrant to be exerciseable immediately and the
Warrant Stock issuable in connection therewith to be registered for resale under
applicable federal and state securities laws.
2.3 Notices.
(a) Immediately upon any adjustment set forth in Section
2, the Company shall give written notice thereof to the Registered
Holder, setting forth in reasonable detail such adjustment and
certifying the calculation thereof.
(b) The Company shall give written notice to the
Registered Holder at least five business days prior to the
date on which any Organic Change shall be consummated, unless such
notice would otherwise be prohibited by applicable law or would
adversely affect an Organic Change.
Section 3. Registration Rights. Within one year from the date
hereof, the Company shall file a registration statement with the Securities and
Exchange Commission (the "Commission") covering the Warrant Stock and will use
all reasonable efforts to cause such registration statement to be declared
effective by the Commission and to remain effective during such time as this
Warrant is outstanding; provided, however, that, in any event, the Company shall
register the Warrant Stock on the first registration statement filed by the
Company after the date of this Warrant, other than registration statements on
Form S-4 or S-8. Anything herein to the contrary notwithstanding, the Company
will not be required to file such registration statement and will be permitted
to suspend sales of Warrant Stock by the Registered Holder of this Warrant if
such holder fails to furnish the Company with the requisite information needed
to comply with the disclosure requirements under the Securities Act and related
rules.
Section 4 No Stockholder Rights. Prior to the exercise hereof,
this Warrant shall not, with respect to the shares of Warrant Stock, entitle
the Registered Holder or any other
Person (as a holder of this Warrant) to any rights as a stockholder of the
Company, including the right to vote (or give written consent) or to receive
dividends or other distributions.
Section 5. Transfer and Exchange of Warrant.
5.1 Transfer. Subject to the transfer restrictions set
forth in the legend endorsed hereon, this Warrant and all rights hereunder are
transferable, in whole or in part (without charge by the Company to the
Registered Holder), only upon surrender of this Warrant with a properly executed
Assignment (in the form attached hereto as Exhibit I) at the principal office of
the Company.
5.2 Exchange. This Warrant is exchangeable, upon the
surrender hereof by the Registered Holder at the principal office of
the Company, for one or more replacement Warrants of like tenor
representing in the aggregate the purchase rights hereunder, and each
such replacement Warrant shall represent such portion of such rights
as is designated by the Registered Holder at the time of such
surrender. The date the Company initially issues this Warrant shall be
deemed to be the "Date of Issuance" for each such replacement Warrant
irrespective of the number of times one or more replacement Warrants
representing the unexpired and unexercised rights formerly represented
by this Warrant shall be issued.
5.3 Conditions. If, at the time of any transfer or
exchange of this Warrant, the Warrant Stock or this Warrant shall not
be registered under the Securities Act, the Company may require, as a
condition to allowing such transfer or exchange, that the Registered
Holder furnish to the Company a written statement that any replacement
Warrant is being acquired for investment purposes only, and not with a
view to the distribution thereof.
Section 6. Replacement. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership and the loss, theft, destruction,
or mutilation of this Warrant, and in the case of any such loss, theft, or
destruction, upon receipt of indemnity reasonably satisfactory to the Company,
or, in the case of any such mutilation, upon surrender of this Warrant, the
Company shall (at the expense of the Company) execute and deliver in lieu of
this Warrant, a new Warrant of like tenor representing the same rights
represented by such lost, stolen, destroyed, or mutilated Warrant and dated the
Date of Issuance.
Section 7. Definitions. Unless otherwise set forth in this
Warrant, all capitalized terms have the meanings set forth below:
"Common Stock" means the Company's common stock, $0.01 par value per
share.
"Market Price" means the average of the closing prices of such
security's sales on all securities exchanges on which such security may at the
time be listed, or, if there has been no sales on any such exchange on any day,
the average of the highest bid and lowest asked prices on all such exchanges at
the end of such day, or, if on any day such security is not so listed, the
average of the representative bid and asked prices quoted by the Nasdaq Stock
Market as of 4:00 P.M., New York time, or, if on any day such security is not
quoted by the Nasdaq Stock Market, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-
5
counter market as reported by Pink Sheets LLC, or any similar successor
organization, in each such case averaged over a period of 5 days consisting of
the day as of which "Market Price" is being determined and the 4 consecutive
trading days prior to such day. If at any time such security is not listed on
any securities exchange or quoted by the Nasdaq Stock Market or the
over-the-counter market, the "Market Price" will be the fair value thereof
determined in good faith by the Board of Directors.
"Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, share acquisition or exchange, or sale
of all or substantially all of the Company's assets to another Person, or other
transaction that is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, cash, or assets with respect to, or in exchange for, Common Stock.
"Securities Act" means the Securities Act of 1933, as amended.
Section 8. Miscellaneous.
8.1 Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Registered Holder or the Purchaser to
purchase Warrant Stock, and no enumeration herein of the rights or privileges of
the Registered Holder or the Purchaser, shall give rise to any liability of such
Registered Holder or Purchaser for the purchase price of any Warrant Stock or as
a stockholder of the Company.
8.2 Remedies. The Registered Holder and the Purchaser
shall have all rights and remedies set forth in this Warrant, the Certificate of
Incorporation, and all of the rights that the Registered Holder and the
Purchaser has under any law. Any Person having any rights under any provision of
this Warrant shall be entitled to enforce such rights specifically, without
posting a bond or other security, to recover damages by reason of any breach of
any provision of this Warrant and to exercise all other rights granted by law.
8.3 Amendment and Waiver. Except as otherwise provided
herein, the provisions of this Warrant may be amended only by a written
instrument signed by the Company and the Registered Holder. No other course of
dealing between the Company and the Registered Holder or the Purchaser or any
delay in exercising any rights hereunder, under the Company's Certificate of
Incorporation, or otherwise shall operate as a waiver of any rights of the
Registered Holder or the Purchaser. The failure of any party to enforce any of
the provisions of this Warrant shall not be construed as a waiver of such
provisions and will not affect the right of such party thereafter to enforce
each and every provision of this Warrant in accordance with its terms.
8.4 Descriptive Headings. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.
8.5 Payments. All payments required or permitted
hereunder shall be made in immediately available funds in the lawful currency of
the United States of America.
6
8.6 Governing Law. This Warrant 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.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated the Date of Issuance hereof.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By:
---------------------------------
Its:
Attest:
--------------------------------------
Secretary
7
EXHIBIT I
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all of the rights of the undersigned under the attached Warrant
(Certificate No. ____) with respect to the number of shares of the Warrant Stock
covered thereby set forth below, unto:
NAME OF XXXXXXXX ADDRESS NO. OF SHARES
---------------- ------- -------------
DATED:
--------------------, 200__
Signature:
-----------------------------------
--------------------------------
Witness:
--------------------------------
EXHIBIT II
EXERCISE AGREEMENT
To: Universal Automotive Industries, Inc. Dated: , 200__
The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate No. ___), hereby agrees to subscribe for the purchase of
shares of the Warrant Stock covered by such Warrant and makes payment herewith
in full therefor at the price per share provided by such Warrant.
Signature:
-----------------------------------
-----------------------------------
Address:
-----------------------------------
