ULH 8-K
Universal Logistics Holdings, Inc. (ULH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 24, 2026, UTSI Finance, Inc. (“UTSI”), a subsidiary of Universal Logistics Holdings, Inc. (the “Company”), entered into and consummated the transactions contemplated by a Real Estate Purchase Agreement (the “Kearny REPA”) and a Membership Interest Purchase Agreement (the “Passaic MIPA” and, together with the Kearny REPA, the “Transaction Agreements”) with Lakeshore Ventures LLC (“Lakeshore”).
Pursuant to the Kearny REPA, UTSI sold a real property facility located in Kearny, New Jersey to Lakeshore. In exchange, Lakeshore paid UTSI cash consideration of $38.0 million, subject to certain adjustments, prorations and credits provided in the Kearny REPA, and transferred to UTSI all of the outstanding membership interests of Passaic Ventures LLC (“Passaic Ventures”) pursuant to the Passaic MIPA. Passaic Ventures owns a real property facility located in Newark, New Jersey.
Lakeshore is affiliated with Matthew T. Moroun, the Chairman of the Company, and Matthew J. Moroun, a director of the Company. The transactions contemplated by the Transaction Agreements were reviewed and approved by the disinterested members of the Company’s Board of Directors, including all members of the Audit Committee.
The foregoing description of the Transaction Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Kearny REPA and Passaic MIPA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 |
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10.2 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNIVERSAL LOGISTICS HOLDINGS, INC. |
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Date: |
June 26, 2026 |
By: |
/s/ Steven Fitzpatrick |
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Steven Fitzpatrick |
Exhibit 10.1
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 (the “Effective Date”), by and between UTSI Finance, Inc., a Michigan corporation (“Seller”), and Lakeshore Ventures LLC, a Michigan limited liability company (“Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals:
WHEREAS, Seller is the owner of certain real property located in Kearny, New Jersey, together with all improvements, fixtures, easements, appurtenances and other rights pertaining thereto, as more particularly described on Exhibit A attached hereto (the “Property”);
WHEREAS, Buyer is the sole member of Passaic Ventures, LLC, a Michigan limited liability company (“Passaic Ventures”), which owns certain real property and improvements located in Newark, New Jersey;
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement, dated as of the date hereof, between Buyer, as seller thereunder, and Seller, as buyer thereunder (the “Passaic MIPA”), Buyer is transferring to Seller all of the outstanding membership interests of Passaic Ventures as part of the consideration contemplated hereby;
WHEREAS, this Agreement is being entered into in connection with a series of related transactions among the Parties and certain of their Affiliates, each of which has been separately negotiated and approved, and the Parties acknowledge that the transactions collectively reflect a broader commercial arrangement among the Parties and their Affiliates; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Property on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
1. PURCHASE AND SALE. Seller hereby agrees to sell, convey, assign and transfer to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, the real property located in Kearny, New Jersey, together with all improvements, fixtures, easements, appurtenances and other rights pertaining thereto, as more particularly described on Exhibit A attached hereto, on the terms and subject to the conditions set forth in this Agreement.
2. PURCHASE PRICE. The Parties acknowledge that the transactions contemplated by this Agreement are part of the broader commercial arrangement described in the Recitals. The consideration payable by Buyer for the Property (collectively, the “Purchase Price”) shall consist of:
(a) cash consideration in the amount of Thirty-Eight Million Dollars ($38,000,000) (the “Cash Consideration”), subject to the adjustments, prorations, and allocations expressly provided herein, including any closing adjustment agreed by the Parties relating to rent paid by an Affiliate of Seller with respect to the Newark property owned by Passaic Ventures; and
(b) the transfer by Buyer to Seller of one hundred percent (100%) of the outstanding membership interests of Passaic Ventures pursuant to the Passaic MIPA.
3. POSSESSION. Buyer shall be entitled to exclusive possession of the Property as of the Closing.
4. EVIDENCE OF TITLE. Seller has delivered to Buyer an informational title commitment, title report, or other evidence of title reasonably sufficient for Buyer’s review of title to the Property (collectively, the “Title Evidence”). Seller shall convey to Buyer fee simple title to the Property, subject only to the Permitted Exceptions. For purposes of this Agreement, “Permitted Exceptions” means the matters disclosed by the Title Evidence, liens for real estate taxes and assessments not yet due and payable, applicable zoning and land use regulations and other matters of record affecting the Property.
5. DEED. Seller shall convey fee simple title to the Property to Buyer by a recordable bargain and sale deed (the “Deed”), subject only to the Permitted Exceptions.
6. PRORATIONS AND CLOSING ADJUSTMENTS.
(a) Real estate taxes and assessments shall be apportioned between Seller and Buyer as of the Closing based upon the most recently available tax bills and assessments. Seller shall pay all transfer taxes, documentary stamp taxes and recording charges customarily payable by a seller in connection with the conveyance of the Property. Seller shall pay the cost of the title search and owner’s title insurance policy issued to Buyer in connection with the Closing, and Seller and Buyer shall each pay one-half of any title company escrow or settlement fees.
(b) The Parties acknowledge that an Affiliate of Seller has paid rent for the calendar month in which the Closing occurs with respect to the Newark property owned by Passaic Ventures. The Parties have agreed that the agreed portion of such rent shall be reflected as a credit or adjustment in the final settlement statement or funds flow delivered in connection with the Closing.
7. REPRESENTATIONS & WARRANTIES. Seller hereby represents and warrants to Buyer as of the Effective Date as follows:
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(a) Organization; Authority; Enforceability. Seller is duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and general principles of equity.
(b) No Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) conflict with or violate the organizational documents of Seller; (ii) conflict with or violate any applicable Law; or (iii) result in a breach of, or constitute a default under, any material agreement binding upon Seller or affecting the Property, except, in the case of clauses (ii) and (iii), as would not reasonably be expected to materially impair Seller’s ability to consummate the transactions contemplated hereby.
(c) Title to Property. Seller has fee simple title to the Property, subject only to the Permitted Exceptions.
(d) Possession; Occupancy. Except for occupancy arrangements involving Buyer or Affiliates of Buyer, there are no leases or occupancy agreements affecting the Property, and no Person other than Seller, Buyer or their respective Affiliates occupies the Property.
(e) Contracts. Seller has not entered into any service contracts, management agreements or other agreements affecting the ownership or operation of the Property that will bind Buyer or the Property following the Closing, other than agreements that are terminable without material penalty upon or after the Closing.
(f) Litigation; Condemnation. To Seller’s knowledge, there are no actions, suits, proceedings or investigations pending or threatened against Seller relating to the Property or the transactions contemplated hereby that would reasonably be expected to materially impair Seller’s ability to consummate the transactions contemplated hereby. To Seller’s knowledge, there are no pending or threatened condemnation, eminent domain or similar proceedings materially affecting the Property.
(g) Compliance with Laws. To Seller’s knowledge, Seller has not received written notice of any material violation of any applicable Law relating to the ownership, operation or use of the Property that remains uncured.
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(h) Environmental Matters. To Seller’s knowledge, except as previously disclosed to Buyer in writing or made available to Buyer prior to the Effective Date, Seller has not received written notice alleging any material violation of applicable Environmental Laws relating to the Property. Seller has made available to Buyer material environmental reports relating to the Property in Seller’s possession or control. For purposes of this Agreement, “Environmental Laws” means applicable Laws relating to pollution, protection of the environment or hazardous substances.
(i) FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code and shall deliver to Buyer at the Closing a duly executed affidavit in customary form certifying the same.
(j) Brokers. Seller has not engaged any broker, finder or investment banker in connection with the transactions contemplated hereby whose fees or commissions would be payable by Buyer.
8. CLOSING. The Closing shall occur on the Effective Date concurrently with the execution and delivery of this Agreement and the consummation of the transactions contemplated by the Passaic MIPA. At the Closing, Seller and Buyer shall deliver to each other such customary instruments, funds and other documents as are reasonably necessary to consummate the transactions contemplated hereby, including, in the case of Seller, such customary resolutions, affidavits, closing statements and other title company documents as may be reasonably required to issue an owner’s policy of title insurance to Buyer in the amount of the Purchase Price.
9. CLOSING PROCEDURES. The Closing shall be conducted in such manner as the Parties may mutually determine. The Parties shall cooperate in good faith in connection with the Closing, including the preparation and execution of reasonably customary conveyance documents and other instruments as may be necessary to effectuate the Closing. The Parties may utilize a mutually acceptable title company, settlement agent or other closing agent to facilitate the Closing, including the receipt and disbursement of funds, preparation or collection of customary recording and transfer documents, and recording of the Deed and related instruments; provided, that the use of any such title company, settlement agent or closing agent shall not modify the rights or obligations of the Parties under this Agreement except pursuant to a written instrument executed by the Parties.
10. BROKER. Each Party represents to the other that it has not engaged any broker, finder or investment banker in connection with the transactions contemplated hereby whose fees or commissions would be payable by the other Party. Each Party shall indemnify and hold harmless the other Party from and against any claims for brokerage commissions or similar compensation arising from the indemnifying Party’s dealings with any broker, finder or investment banker.
11. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally, sent by electronic mail or one (1) Business Day after being sent by nationally recognized overnight courier, in each case to the applicable Party at the address set forth below (or at such other address as a Party may designate by notice to the other Party in accordance with this Section 11):
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BUYER: |
Lakeshore Ventures LLC |
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Attn: Edward Girodat |
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12225 Stephens Road |
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Warren, MI 48089 |
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Email: [email protected] |
SELLER: |
UTSI Finance, Inc. |
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Attn: Michael H. Rogers |
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12755 E. Nine Mile Road |
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Warren, MI 48089 |
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Email: [email protected] |
12. MISCELLANEOUS:
(a) For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person; “Business Day” means any day other than a Saturday, Sunday or day on which banks are generally closed in Detroit, Michigan; “Law” means any applicable law, statute, rule, regulation, order or governmental requirement; and “Person” means any individual, corporation, limited liability company, partnership, trust, governmental authority or other entity.
(b) This Agreement, together with the Passaic MIPA and the documents delivered in connection herewith and therewith, constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous understandings and agreements relating thereto. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures delivered by electronic transmission shall be deemed effective for all purposes.
(c) No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof.
(d) The exhibits attached hereto are incorporated herein by reference. In the event of any inconsistency between this Agreement and any exhibit attached hereto, the terms of this Agreement shall govern unless the applicable exhibit expressly provides otherwise. Headings are for convenience only and shall not affect the interpretation of this Agreement.
(e) If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
(f) Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably requested to carry out the purposes of this Agreement.
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(g) Seller shall be responsible for utility charges relating to the Property through the Closing Date, and Buyer shall be responsible for such charges thereafter.
(h) Buyer acknowledges that it has conducted such investigation of the Property as Buyer has deemed necessary or appropriate. Except for the representations and warranties expressly set forth in this Agreement, neither Seller nor any of its Affiliates or representatives makes any representation or warranty, express or implied, with respect to the Property or the transactions contemplated hereby, and Buyer acknowledges that it is acquiring the Property on an “AS IS, WHERE IS” basis with all faults.
(i) Except in the case of fraud or intentional misconduct, the representations and warranties contained in this Agreement shall terminate as of the Closing and shall not survive the Closing. Except in the case of fraud, intentional misconduct or willful breach, no Party shall be liable to the other Party for consequential, indirect, special, exemplary or punitive damages arising out of or relating to this Agreement or the transactions contemplated hereby.
(j) No past, present or future director, officer, manager, employee, member, equity holder, Affiliate, attorney, advisor or representative of either Party shall have any personal liability arising out of or relating to this Agreement or the transactions contemplated hereby, except in the case of fraud or intentional misconduct by such Person.
(k) This Agreement and all disputes arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of another jurisdiction. Each Party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of New Jersey. Each Party irrevocably submits to the jurisdiction of such courts and waives, to the fullest extent permitted by applicable Law, any objection based upon venue, forum non conveniens or personal jurisdiction.
(l) Nothing contained in this Agreement shall confer upon any Person other than the Parties and their respective permitted successors and assigns any rights or remedies hereunder.
(m) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
[Signatures appear on next page.]
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.
SELLER: |
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BUYER: |
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UTSI FINANCE, INC. |
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LAKESHORE VENTURES LLC |
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By: |
/s/ Tim Phillips |
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By: |
/s/ Ronald J. Patti |
Name: |
Tim Phillips |
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Name: |
Ronald J. Patti |
Title: |
President |
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Title: |
Vice President |
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Exhibit 10.2
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into and consummated as of June 24, 2026 (the “Effective Date”), by and between UTSI Finance, Inc., a Michigan corporation (“Buyer”), and Lakeshore Ventures LLC, a Michigan limited liability company (“Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
WHEREAS, Seller owns one hundred percent (100%) of the outstanding membership interests (the “Membership Interests”) of Passaic Ventures LLC, a Michigan limited liability company (“Passaic Ventures”);
WHEREAS, Passaic Ventures owns certain real property and improvements located in Newark, New Jersey (the “Newark Facility”);
WHEREAS, pursuant to that certain Real Estate Purchase Agreement, dated as of the Effective Date, between the Parties (the “Kearny REPA”), Seller is transferring the Membership Interests to Buyer under this Agreement as part of the consideration contemplated by the Kearny REPA;
WHEREAS, this Agreement is being entered into in connection with a series of related transactions among the Parties and certain of their Affiliates, each of which has been separately negotiated and approved, and the Parties acknowledge that the transactions collectively reflect a broader commercial arrangement among the Parties and their Affiliates; and
WHEREAS, the Parties desire to execute and deliver this Agreement and consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
Article I
Definitions
Section 1.1 Definitions. The following terms shall have the following meanings:
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.
“Closing” means the consummation of the transactions contemplated by this Agreement.
“Closing Date” means the date on which the Closing occurs.
“Environmental Laws” means all applicable federal, state, local and foreign laws, statutes, ordinances, regulations, rules, permits, orders and common law relating to pollution, protection of the environment, natural resources, human health and safety, or the use, handling, treatment, storage, disposal, release or remediation of Hazardous Materials.
“Environmental Protection Arrangements” means the environmental indemnification, reimbursement, guaranty and insurance rights associated with the Newark Facility and benefiting Passaic Ventures.
“Governmental Authority” means any federal, state, local, foreign or other governmental, regulatory or administrative authority, agency, commission, court or other governmental body.
“Hazardous Materials” means any substance, material, waste, pollutant or contaminant that is regulated or for which liability may arise under any Environmental Law, including petroleum, asbestos, polychlorinated biphenyls, per- and polyfluoroalkyl substances (PFAS), mold and radioactive materials.
“Law” means any applicable law, statute, rulings, ordinance, code, rule, regulation, principle of common law, order or decree of a Governmental Authority.
“Liens” means any liens, pledges, security interests, encumbrances, claims, easements, covenants, restrictions or other similar rights or interests of any kind.
“Membership Interests” means one hundred percent (100%) of the issued and outstanding membership interests of Passaic Ventures.
“Passaic Ventures” has the meaning set forth in the Recitals.
“Permitted Liens” means: (a) liens for current Taxes, assessments or governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings; (b) statutory liens arising or incurred in the ordinary course of business for amounts that are not delinquent or that are being contested in good faith by appropriate proceedings; (c) zoning, land use and similar laws and governmental restrictions affecting the use of real property; (d) easements, rights-of-way, covenants, encroachments, reservations and other matters of record affecting title to real property that do not materially interfere with the current use of the applicable property; (e) liens arising under the UIS Lease; and (f) such other liens, matters or exceptions to title as may be expressly approved in writing by Buyer.
“Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, agents, attorneys, accountants, advisors and other representatives.
“Tax” means any federal, state, local or foreign tax, assessment, duty, levy or other governmental charge of any kind, together with any interest, penalties or additions thereto.
“Tax Authority” means any Governmental Authority responsible for the imposition or collection of Taxes.
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“Tax Return” means any return (including any information return, claim for refund, tax credit, declaration, estimated Tax, incentive or benefit, or amended return), report, statement, schedule, notice, form, or other document or information, including any schedules or amendments thereof, filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment, of any Tax.
“UIS Lease” means that certain lease agreement between Passaic Ventures, as landlord, and Universal Intermodal Services, Inc., as tenant, relating to the Newark Facility.
Section 1.2 Interpretation. Unless otherwise expressly provided herein: (i) references to Articles and Sections are references to Articles and Sections of this Agreement; (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (iii) references to any agreement shall mean such agreement as amended, supplemented or modified from time to time; and (iv) headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
Article II
Purchase and Sale
Section 2.1 Purchase and Sale. Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of Seller’s right, title and interest in and to the Membership Interests, free and clear of all Liens other than restrictions arising under applicable securities laws.
Section 2.2 Consideration. The Parties acknowledge that the transfer of the Membership Interests is being consummated in connection with the broader commercial arrangement described in the Recitals, including the transactions contemplated by the Kearny REPA. In consideration thereof, Buyer shall pay Seller nominal cash consideration in the amount of One Hundred Dollars ($100).
Article III
Closing
Section 3.1 Closing. The Closing is occurring concurrently with the execution and delivery of this Agreement and the consummation of the transactions contemplated by the Kearny REPA.
Section 3.2 Deliveries by Seller. Concurrently with the execution and delivery of this Agreement, Seller has delivered, or is delivering, to Buyer:
(a) an assignment of the Membership Interests;
(b) the limited liability company records of Passaic Ventures;
(c) resignations of managers and officers of Passaic Ventures requested by Buyer;
(d) copies of the Environmental Protection Arrangements in Seller’s possession or control; and
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(e) such other instruments and documents as are reasonably necessary to effectuate the transactions contemplated hereby.
Section 3.3 Deliveries by Buyer. Concurrently with the execution and delivery of this Agreement, Buyer has delivered, or is delivering, to Seller:
(a) the nominal cash consideration contemplated by Section 2.2; and
(b) such other instruments and documents as are reasonably necessary to effectuate the transactions contemplated hereby.
Article IV
Representations and Warranties
Section 4.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) Existence. Seller is duly organized, validly existing and in good standing under the laws of the State of Michigan.
(b) Power and Authority. Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and the Kearny REPA and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and the Kearny REPA, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of Seller.
(c) Enforceability. This Agreement has been duly authorized, executed and delivered by or on behalf of the Seller and constitutes a valid and binding agreement of the Seller enforceable in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) No Conflicts. Except for such matters as would not reasonably be expected to materially impair Seller’s ability to consummate the transactions contemplated hereby, neither the execution, delivery or performance by Seller of this Agreement or the Kearny REPA, nor the consummation of the transactions contemplated hereby or thereby, will: (i) conflict with or violate the organizational documents of Seller; (ii) conflict with, violate or constitute a default under any material agreement binding upon Seller or Passaic Ventures; or (iii) violate any applicable Law or governmental order applicable to Seller or Passaic Ventures.
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(e) Ownership of Membership Interests. Seller is the sole record and beneficial owner of the Membership Interests, free and clear of all Liens other than restrictions arising under applicable securities Laws. The Membership Interests constitute one hundred percent (100%) of the issued and outstanding equity interests of Passaic Ventures. Except for this Agreement, there are no agreements, arrangements, commitments or understandings to which Seller is a party relating to the voting, transfer, disposition or acquisition of any Membership Interests. Seller has full power and authority to sell, transfer, assign and convey the Membership Interests to Buyer pursuant to this Agreement, and upon consummation of the transactions contemplated hereby, Buyer will acquire good and valid title to the Membership Interests, free and clear of all Liens other than restrictions arising under applicable securities Laws.
(f) Environmental Protection Arrangements. To Seller’s knowledge, the Environmental Protection Arrangements are in effect in all material respects, and Seller has not received written notice of any material termination thereof.
(g) Tax Status. Since its organization on February 6, 2025, Passaic Ventures has been properly treated for U.S. federal and applicable state and local income tax purposes as an entity disregarded as separate from its sole owner within the meaning of U.S. Treasury Regulations Section 301.7701-3. Passaic Ventures has not made, and no election has been made on its behalf, to be treated as an association taxable as a corporation for U.S. federal or applicable state or local income tax purposes. Passaic Ventures has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it and has timely paid all material Taxes required to have been paid by it.
(h) Real Property. Passaic Ventures is the sole owner of fee simple title to the Newark Facility, free and clear of all Liens other than Permitted Liens. Except for the UIS Lease, Passaic Ventures has not entered into any leases, subleases, licenses, or other agreements granting to any Person the right to use or occupy all or any portion of the Newark Facility, and there are no Persons in possession of any portion of the Newark Facility other than pursuant to the UIS Lease. Other than the UIS Lease, there are no outstanding lease, sublease, option, purchase right or other acquisition agreements affecting the Newark Facility. To Seller’s knowledge, there is no pending or threatened condemnation, eminent domain, zoning or similar proceeding materially affecting the Newark Facility.
(i) Material Contracts. Seller has made available to Buyer copies of the UIS Lease, the Environmental Protection Arrangements and the other material agreements relating to the ownership, operation or use of the Newark Facility or by which Passaic Ventures is bound (collectively, the “Material Contracts”). To Seller’s knowledge, each Material Contract is in full force and effect in all material respects, and neither Seller nor Passaic Ventures has received written notice of any material default or termination thereunder.
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(j) Environmental. Except as would not reasonably be expected to result in material liability to Passaic Ventures and except with respect to matters subject to the Environmental Protection Arrangements, Passaic Ventures is, to Seller’s knowledge, in compliance in all material respects with applicable Environmental Laws relating to the ownership and operation of the Newark Facility. Seller has made available to Buyer copies of the material environmental reports and Environmental Protection Arrangements in Seller’s possession or control relating to the Newark Facility.
(k) Compliance with Laws. To Seller’s knowledge, Passaic Ventures has not received written notice of any material violation of applicable Law relating to the ownership, operation or use of the Newark Facility that remains uncured.
(l) Financial Statements. Seller has delivered to the Buyer true, correct and complete copies of the unaudited balance sheet of Passaic Ventures as of December 31, 2025 and May 31, 2026 and the related statements of operations for the twelve-month and five-month periods then ended (collectively, the “Financial Statements”). The Financial Statements have been prepared from the books and records of Passaic Ventures and fairly present, in all material respects, the financial position and results of operations of Passaic Ventures as of the dates and for the periods indicated, subject to normal year-end adjustments and the absence of footnotes.
(m) No Broker Fees. No broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Seller.
Section 4.2 Representations and Warranties of Buyer. The Buyer hereby represents and warrants to the Seller as follows:
(a) Existence. Buyer is duly organized, validly existing and in good standing under the laws of the State of Michigan.
(b) Power and Authority. Buyer has all requisite power and authority to execute and deliver this Agreement and the Kearny REPA and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the Kearny REPA, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of Buyer.
(c) Enforceability. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity.
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(d) No Conflicts. Except as would not reasonably be expected to materially impair Buyer’s ability to consummate the transactions contemplated hereby, neither the execution, delivery or performance by Buyer of this Agreement or the Kearny REPA, nor the consummation of the transactions contemplated hereby or thereby, will: (i) conflict with or violate the organizational documents of Buyer; (ii) conflict with, violate or constitute a default under any material agreement binding upon Buyer; or (iii) violate any applicable Law or governmental order applicable to Buyer.
(e) No Broker Fees. No broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer.
(f) Litigation. Except as would not reasonably be expected to materially impair Buyer’s ability to consummate the transactions contemplated hereby, there is no action, suit or proceeding pending or, to Buyer’s knowledge, threatened against Buyer relating to the transactions contemplated hereby.
Article V
Covenants
Section 5.1 Further Assurances. From and after the Closing, each Party shall execute and deliver such additional instruments and documents, and take such further actions, as may be reasonably requested by the other Party to carry out the purposes of this Agreement, including to evidence the transfer of the Membership Interests and facilitate the administration of the Environmental Protection Arrangements.
Section 5.2 Public Announcements; Confidentiality.
(a) No Party shall issue any press release or make any public announcement relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by applicable Law or applicable securities exchange or SEC requirements. To the extent reasonably practicable, the disclosing Party shall provide the other Party with a reasonable opportunity to review and comment upon any such disclosure prior to dissemination thereof.
(b) Each Party shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of all non-public information relating to this Agreement and the transactions contemplated hereby; provided, however, that either Party may disclose such information: (i) as required by applicable Law or securities exchange requirements; (ii) to its financing sources and professional advisors; and (iii) in connection with obtaining required approvals or consents.
Section 5.3 Environmental Protection Arrangements.
(a) Following the Closing, the Environmental Protection Arrangements shall remain with Passaic Ventures except to the extent any notice, endorsement or other action is required pursuant to the applicable terms thereof.
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(b) Following the Closing, Seller shall reasonably cooperate with Buyer and Passaic Ventures in connection with the administration of the Environmental Protection Arrangements, including insurer notices, endorsements, claims and related matters reasonably requested by Buyer.
Section 5.4 Monitoring Well Repairs. Following the Closing, Buyer shall cause the monitoring well repairs identified prior to the Closing at the Newark Facility to be completed and shall be responsible for the reasonable out-of-pocket costs and expenses incurred in connection therewith. The Parties acknowledge and agree that the foregoing obligation relates solely to such identified monitoring well repairs and shall not modify or otherwise affect the allocation of rights and obligations under the Environmental Protection Arrangements or any other provision of this Agreement.
Section 5.5 Intercompany Obligations. Effective as of the Closing, all intercompany payables, receivables and other obligations between Seller or its Affiliates, on the one hand, and Passaic Ventures, on the other hand, other than obligations expressly contemplated to survive pursuant to this Agreement and the UIS Lease, shall be deemed satisfied and terminated.
Section 5.6 Access to Records; Cooperation. For a period of seven (7) years following the Closing, each Party shall provide the other Party, upon reasonable notice and during normal business hours, reasonable access to books and records of Passaic Ventures relating to the Newark Facility to the extent reasonably necessary in connection with financial reporting, tax, environmental, insurance, litigation or compliance matters relating to this Agreement. The requesting Party shall reimburse the responding Party for its reasonable out-of-pocket costs incurred in connection therewith.
Section 5.7 Misallocated Assets. If, after the Closing, either Party or any of its Affiliates receives any asset or property properly belonging to the other Party or Passaic Ventures pursuant to this Agreement, such Party shall promptly transfer such asset or property to the appropriate recipient without offset or deduction.
Section 5.8 No Recourse. No past, present or future director, manager, officer, employee, member, equity holder, affiliate, agent, attorney, advisor or representative of either Party shall have any personal liability arising out of or relating to this Agreement or the transactions contemplated hereby, except in the case of fraud or intentional misconduct by such Person.
Article VI
Survival; Limited Remedies
Section 6.1 Non-Survival of Representations and Warranties. Except in the case of fraud or intentional misconduct, the representations and warranties contained in this Agreement shall terminate as of the Closing and shall not survive the Closing.
Section 6.2 Survival of Covenants. The covenants and agreements contained in this Agreement that by their terms contemplate performance following the Closing shall survive the Closing in accordance with their respective terms.
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Section 6.3 Exclusive Remedies. Except (a) in the case of fraud or intentional misconduct, (b) with respect to claims arising under the Kearny REPA or the UIS Lease, or (c) for claims seeking specific performance or other equitable relief, no Party shall have any claim against any other Party for breach of any representation or warranty contained herein following the Closing.
Section 6.4 Independent Investigation; No Reliance. Buyer acknowledges that it has conducted such investigation of Passaic Ventures, the Newark Facility and the transactions contemplated hereby as Buyer has deemed necessary or appropriate. Except for the representations and warranties expressly set forth in Article IV, neither Seller, Passaic Ventures nor any of their respective Affiliates or representatives makes any representation or warranty, express or implied, with respect to Passaic Ventures, the Newark Facility or the transactions contemplated hereby, and Buyer acknowledges that the Membership Interests, Passaic Ventures and the Newark Facility are being transferred on an “AS IS, WHERE IS” basis with all faults.
Article VII
Miscellaneous
Section 7.1 Entire Agreement. This Agreement, together with the Kearny REPA and the documents delivered in connection herewith and therewith, constitutes the entire agreement among the Parties with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous negotiations, discussions, understandings and agreements relating thereto.
Section 7.2 Severability; Expenses. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any such provision with a valid and enforceable provision that most closely reflects the original intent of the Parties. Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
Section 7.3. Limitation of Liability. Except in the case of fraud, intentional misconduct or willful breach, no Party shall be liable to any other Party for any consequential, indirect, special, exemplary or punitive damages arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing herein shall limit any Party’s right to seek specific performance or other equitable relief.
Section 7.4 Enforcement of Agreement; Jurisdiction; Waiver of Jury Trial.
(a) The Parties acknowledge and agree that irreparable damage could occur in the event any provision of this Agreement were not performed in accordance with its specific terms and that monetary damages alone may not constitute an adequate remedy. Accordingly, the Parties shall be entitled to seek equitable relief, including specific performance, injunctive relief and other equitable remedies, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of actual damages or the posting of bond or similar security.
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(b) Each Party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Michigan. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based upon venue, forum non conveniens or personal jurisdiction.
(c) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 7.5 Governing Law. This Agreement and all disputes arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-laws principles that would result in the application of the laws of another jurisdiction.
Section 7.6 No Third-Party Beneficiaries; No Partnership. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors and assigns, and nothing herein, express or implied, shall confer upon any other Person any legal or equitable right, benefit or remedy. Nothing contained herein shall be deemed to create any partnership, joint venture, fiduciary or agency relationship between the Parties.
Section 7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic mail, PDF, DocuSign or other electronic transmission shall be deemed effective for all purposes.
[Signatures appear on next page.]
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IN WITNESS WHEREOF, the Parties have executed this Membership Interest Purchase Agreement as of the Effective Date.
Buyer: |
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UTSI Finance, Inc. |
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By: |
/s/ Tim Phillips |
Name: |
Tim Phillips |
Title: |
President |
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Seller: |
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Lakeshore Ventures LLC |
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By: |
/s/ Ronald J. Patti |
Name: |
Ronald J. Patti |
Title: |
Vice President |
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