EXHIBIT 10.2
PREFERRED SECURITIES REPURCHASE OPTION
AND MANAGEMENT LOCKUP AGREEMENT
This AGREEMENT (this "Agreement") is dated as of May 27, 2004, by and
among Logistical Support, LLC, a California limited liability company ("LS"),
Hill Aerospace & Defense, LLC, a California limited liability company and its
subsidiaries or affiliates ("Hill", and, together with LS, the "Company") and
The Morpheus Trust dated 00/0/00 ("Xxxxxxxxxxx 0"), Xxxxxxxxxx Investments, Ltd.
("Shareholder 2"), The Gateway Real Estate Investment Trust ("Shareholder 3"),
The Xxxxxxxx Family Trust dated 7/1/03 ("Shareholder 4"), Picasso, LLC
("Shareholder 5"), The Glacier Trust ("Shareholder 6," and, together with
Shareholder 1, Shareholder 2, Shareholder 3, Shareholder 4, Shareholder 5 and
Shareholder 6, collectively, the "Investors").
WHEREAS, pursuant to that certain Stock Exchange Agreement, dated as of the date
hereof, the Investors have acquired the Preferred Stock Purchase Securities (as
such term is defined in the Stock Exchange Agreement;
WHEREAS, GCH Capital, Ltd. has agreed to raise, or cause to be raised, not less
than $2,000,000 of capital into the Company or Bikini Team International, Inc.,
a Utah corporation ("NewCo"), which is the purchaser of the Company as described
in the Stock Exchange Agreement;
WHEREAS, the Investors have agreed to grant an option to purchase the Preferred
Stock Purchase Securities to the Company in the event GCH Capital, Ltd. fails to
raise the agreed upon capital within twelve months from the date hereof.
Now therefore, in exchange for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Preferred Stock Purchase Securities Option. The Company shall have the right,
from and after the date that is twelve months from the Closing Date, to purchase
the Preferred Stock Purchase Securities for $0.001 per share of Common Stock or
Investor Warrant, provided, however, that this right to repurchase shall expire
and terminate, and be of no force or effect, with respect to a number of shares
of Common Stock and Investor Warrants equal to the following formula:
a. With Respect to the Investor Common Stock:
Terminated Right = (X/2,000,000) x 11,200,000;
b. With Respect to the Investor Warrants:
Terminated Right = (X/2,000,000) x 11,363,636
Where: X = the amount of cash received by the Company pursuant to any
financing from third parties introduced to NewCo by GCH
Capital or its affiliates, within 12 months of the Closing
Date at a valuation of at least $0.20 per share of Purchaser
common stock (as adjusted for any stock splits, stock
dividends, combinations, and the like) ("Third Party
Investors").
In the event Purchaser sells Third Party Investors any common stock
(including warrants and other convertible securities) at a valuation less than
$0.20 per share (as adjusted for any stock splits, stock dividends,
combinations, and the like), then the repurchase right shall be reduced
equitably in order that the Preferred Holders and the Third Party Investors,
hold no more than 0.15% of the issued and outstanding Purchaser equity
securities for every $10,000 in financing from Third Party Investors (counting
all preferred stock converted into common stock and all Third Party Investor
warrants, if any, as exercised).
Preferred Holders shall not sell, transfer, pledge, mortgage or
otherwise distribute any NewCo Common Stock (including common stock underlying
the warrants) or Investor Warrants unless Company repurchase rights applicable
to such securities have expired or terminated and are of no further force or
effect.
Management Lock-Up. Management shall not issue any additional shares of NewCo
common stock to any then-existing member of management, or issue any certificate
representing common stock without a restrictive legend confirming that such
shares may not be sold, loaned, pledged, assigned, transferred, encumbered, or
otherwise disposed of prior to May 27, 2006 without the prior written consent of
the holders of fifty percent (50%) of the issued and outstanding Preferred Stock
Purchase Securities (the "Majority Investors"). In addition, the holders of the
Management Common Stock hereby agree, for a period (the "Lock-up Period")
commencing on the date hereof and ending two years from the Closing Date, not to
sell, loan, pledge, assign, transfer, encumber, distribute, grant or otherwise
dispose of, directly or indirectly, or offer, contract or otherwise agree to do
any of the foregoing, any rights with respect to (a) any shares of the common
stock of NewCo ("Common Stock"), (b) any options or warrants to purchase any
shares of Common Stock or any securities convertible into, or exchangeable for,
shares of Common Stock, or (c) any securities convertible into or exchangeable
for shares of Common Stock (collectively, the "Securities"), in each case now
owned or hereafter acquired directly or indirectly by such holder or with
respect to which such holder has or hereafter acquires the power of disposition
during the Lock-up Period (collectively a "Disposition"), otherwise than (i) as
a bona fide gift or gifts, provided the donee or donees thereof agree to be
bound by this Lock-up Agreement, or (ii) with the prior written consent of the
Majority Investors. The foregoing restriction is expressly agreed to preclude
the holder of the Securities from engaging during the Lock-up Period in any
hedging or other transaction which is designed to, or reasonably expected to
lead to or result in a Disposition of the Securities, even if such Securities
would be disposed of by someone other than the undersigned. Notwithstanding the
foregoing, this lock-up obligation shall terminate in the event that GCH is
unable to cause the Company to receive $2.0 million in financing from Third
Party Investors at $0.20 per share (as adjusted for stock splits, stock
dividends, combinations and the like) within twelve months from the date hereof.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Preferred Securities Repurchase Option and Lockup Agreement as of May 27, 2004.
LOGISTICAL SUPPORT, LLC, THE MORPHEUS TRUST:
A CALIFORNIA LIMITED LIABILITY COMPANY
By:
--------------------------------
Name: XXXXX XXXXXXXX
By: Title: TRUSTEE
-------------------------------
Xxxxx Xxxxxxx
Manager and Chief Executive Officer XXXXXXXXXX INVESTMENTS, LTD.:
HILL AEROSPACE & DEFENSE, LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY By:
By: Hill Industries, LLC ---------------------------------
Its: Managing Member Name: XXXXXXX XXXXX
Title: MANAGING DIRECTOR
By:
------------------------------- THE XXXXXXXX FAMILY TRUST DATED 7/1/03:
Xxxxx Xxxxxxxx
Managing Member
By:
--------------------------------
Name:
Title:
THE GATEWAY REAL ESTATE INVESTMENT TRUST:
By:
--------------------------------
Name: Xxx Xxxxxx
Title: Trustee
[Preferred Securities Repurchase Option and Lockup Agreement
signature page continued]
PICASSO, LLC.
By: _____________________________
Name: XXXXXXXX XXXXX
Title:
THE GLACIER TRUST
By: _____________________________
Name: XXXXXX XXXXXXX
Title:
