EXHIBIT 10.2
SALES AGREEMENT
AGREEMENT effective as of the 27TH day of APRIL 2000, by and between R.
XXXXX XXXXXXX, an individual having an office at 00 Xxxxxxx Xxxx, Xxxx
Xxxxxxx, Xxx Xxxx 00000 ("Leiweke") and CRAGAR INDUSTRIES, INC, a Delaware
Corporation, located at 0000 X. 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
("Cragar").
WITNESSETH:
WHEREAS, Leiweke is the owner of 45,000 shares of the Common Stock (the
"Shares"), of Xxxxxxxxx.xxx ("Wrenchead"), a Delaware corporation; and
WHEREAS, Cragar desires to purchase from Leiweke and Leiweke desires to
sell to Cragar, the Shares upon the terms and conditions hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual covenants and promises
herein contained and upon the terms and conditions hereinafter set forth, the
parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES
PURCHASE AND SALE. Upon the terms and conditions herein contained, at
the Closing (as hereinafter defined), Leiweke agrees to sell the Shares to
Cragar and Cragar agrees to purchase the Shares (45,000 Shares of Common
stock) from Leiweke, free and clear of all liens, claims, pledges, mortgages,
restrictions, obligations, security interests and encumbrances of any kind,
nature and description.
2. CONSIDERATION
PURCHASE PRICE. The purchase price for the Shares (the "Purchase
Price") shall be $363,300.00
3. CLOSING
3.1 TIME OF CLOSING. The closing of the transactions will be April 27,
2000.
3.2 DELIVERY BY LEIWEKE. At the Closing, Leiweke shall deliver to Cragar
certificates representing the Shares and the executed Stock Power(s) or
other documents satisfactory to Cragar permitting transfer of the Shares.
3.3 DELIVERY BY CRAGAR. At the Closing, Cragar shall deliver to
Leiweke the following: The sum of Three hundred sixty three thousand three
hundred dollars ($363,300.00)
4. REPRESENTATIONS AND WARRANTIES OF LEIWEKE. Leiweke hereby represents
and warrants to Cragar as follows:
4.1 STATUS OF LEIWEKE AND SHARES. Leiweke is the sole beneficial owner
of the Shares, and owns the Shares, free and clear of all mortgages, pledges,
restrictions, liens, charges, encumbrances, security interests, obligations
or other claims, except for any restrictions which are imposed upon the
Shares under The Right of First Refusal and Co-Sale Agreement and the
Stockholders Voting Agreement.
4.2 SOPHISTICATED INVESTOR. Leiweke has sufficient knowledge and
experience of financial and business matters, is able to evaluate the merits
and risks of selling such Shares and has had substantial experience in
previous private and public sales of securities.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF CRAGAR. Cragar
hereby represents, warrants and acknowledges to Leiweke as follows:
5.1 Cragar agrees to abide by the terms and conditions that are set
forth in the original Stock Purchase Agreement dated June 22, 1999 with
regard to Xxxxxxxxx.xxx, Inc.
5.2 SOPHISTICATED INVESTOR. Cragar has sufficient knowledge and
experience of financial and business matters, is able to evaluate the merits
and risks of purchasing such Shares and has had substantial experience in
previous private and public purchases of securities.
Agreed to:
/s/ R. Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxxx
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R. Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx for
State of Arizona Cragar Industries, Inc.
County of Maricopa State of Arizona
Notary: /s/ [ILLEGIBLE] County of Maricopa
Commission Expires: 1/1/2002 Notary: /s/ [ILLEGIBLE]
Commission Expires: 1/1/2002
