EXHIBIT 10.44
UFP
TECHNOLOGIES
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
tel. 000-000-0000 / fax 000-000-0000
February 20, 2001
Xx. Xxxxxxx X. Xxxxxxxxx
Xxxxxx, Xxxxxxxxx Partners, L.P.
00 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
RE: Agreement Letter to Purchase 300,000 Shares of UFPT Stock
Dear Xx. Xxxxxxxxx:
The purpose of this letter is to set forth our agreement with respect to
the purchase by UFP Technologies, Inc. ("UFP") of 300,000 shares of the common
stock (the "Common Stock") of UFP from the persons listed on Schedule A hereto
(the "Sellers").
1. Subject to the approval of UFP's Board of Directors, UFP hereby agrees
to purchase 300,000 shares of Common Stock (the "Stock") from the Sellers
pursuant to the terms hereof at a price equal to the lesser of (a) $1.75 per
share and (b) the closing price of UFP stock as reported on the NASDAQ National
Market on Tuesday, February 20, 2001. Upon notice of satisfaction of the
conditions set forth in this Section 1, the Sellers shall deliver promptly to
UFP certificates representing the Stock, endorsed in blank and in proper form
for transfer (the "Certificates"). Upon receipt of the Certificates, UFP shall
wire the purchase price for the Stock in accordance with your written
instructions.
2. The Sellers hereby represent and warrant that: (i) the Sellers own, hold
and have good and marketable title to all the Stock, free and clear of any and
all liens, pledges and encumbrances of any kind, (ii) the Sellers have
beneficially owned the Stock for more than two years prior to the date of this
Agreement, (iii) the Sellers are authorized to enter into this Agreement and the
transactions contemplated hereby and (iv) the Sellers' execution of this
Agreement and performance of the Sellers' obligations under this Agreement will
not violate, breach or conflict with any agreements or court orders to which the
Sellers are subject.
3. The Sellers hereby further acknowledge: (i) that the Sellers approached
UFP and proposed that UFP repurchase the Stock; (ii) that UFP from time to time
considers strategic alliances, joint ventures and acquisitions, as well as share
buy-back, going-private and change-of-control transactions; and (iii) that there
may be material, nonpublic information regarding UFP that has not been disclosed
to the Sellers and that could dramatically increase or decrease the value of the
Stock, such as information concerning transactions like those described above or
other matters, such as product introductions, new customers or changes in the
competitive landscape.
UFP Technologies, Inc. - Xxxxxx, Xxxxxxxxx Partners, L.P.
Agreement Letter to Purchase 300,000 Shares of UFPT Stock
February 20, 2001, page 2
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4. The Sellers, on their behalf and on behalf of each of their affiliates,
hereby release and forever discharge UFP, and each of UFP's respective past,
present and future representatives, affiliates, stockholders, directors,
officers, controlling persons, subsidiaries, successors and assigns
(individually, a "Releasee" and collectively, "Releasees") from any and all
claims, demands, proceedings, causes of action, orders, obligations, contracts,
agreements, debts and liabilities whatsoever, whether known or unknown,
suspected or unsuspected, both at law and in equity and which the Sellers or any
of the Sellers' respective affiliates now have, have ever had or may hereafter
have against the respective Releases arising by virtue of the sale of Stock
hereunder.
5. This Agreement constitutes the entire agreement between the parties. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the parties. No waiver by any party of
any default, misrepresentation or breach of warranty or a covenant hereunder,
whether intentional or not, shall be effective unless in writing and signed by a
person duly authorized to waive the interests of such party. No such waiver
shall be deemed to extend to any prior or subsequent default, misrepresentation
or breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. This
Agreement shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts, regardless of the laws that might otherwise
govern under applicable conflicts of laws thereof.
If the agreement set forth herein is acceptable to you, please sign below where
indicated.
Sincerely,
UFP TECHNOLOGIES, INC.
By: /s/ R. Xxxxxxx Xxxxxx
---------------------
R. Xxxxxxx Xxxxxx, President & CEO Accepted and Agreed:
XXXXXX, XXXXXXXXX PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
XXXXXXXXX CAPITAL & CO., L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
X.X. XXXXXXXXX & CO., L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
UFP Technologies, Inc. - Xxxxxx, Xxxxxxxxx Partners, L.P.
Agreement Letter to Purchase 300,000 Shares of UFPT Stock
February 20, 2001, page 3
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SCHEDULE A
Xxxxxx, Xxxxxxxxx Partners, X.X.
Xxxxxxxxx Capital & Co., L.L.C.
J.L. Xxxxxxxxx & Co., L.L.C.
