EXHIBIT 10.3
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LOCK-UP LETTER AGREEMENT
To the Purchasers of RedRoller Holdings, Inc's Common Stock
Pursuant to that certain Subscription Agreement attached as Exhibit A to
Confidential Private Placement Memorandum, dated October 17, 2007
The undersigned officers and directors of RedRoller Holdings, Inc.,
(f/k/a Aslahan Enterprises Ltd.) a Delaware corporation (the "Pubco"),
understand that you ("You") have entered into a Subscription Agreement (the
"Subscription Agreement") for the purchase of shares of common stock, par value
$0.001 per share ("Common Stock"), of Pubco in a private offering of up to
2,352,941 units of Pubco, each unit consisting of four shares of Common Stock
and a warrant to purchase one share of Common Stock at $1.70 per share (the
"PIPE"). It is currently anticipated that, concurrently with the closing of the
PIPE, the RedRoller, Inc., a Delaware corporation, (the "Company") will be
merged with and into a wholly-owned subsidiary of Pubco, with the Company being
the surviving entity of such merger (the "Merger," and together with the PIPE,
the "Transactions"). As part of the Merger, Pubco will acquire all of the issued
and outstanding capital stock of the Company, such that, immediately following
the Merger, the Company will be a wholly-owed subsidiary of Pubco.
In order to induce You to consummate the PIPE, and concurrently with,
and contingent upon, the closing of the Transactions, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each undersigned party hereby irrevocably agrees that, without
Your prior written consent, such party will not, during the period commencing on
the closing date of the Transactions and ending on the one hundred eighty (180)
day anniversary thereof, (i) lend, offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any securities of Pubco, including securities
convertible into or exercisable or exchangeable for shares of Common Stock
(whether now owned or hereafter acquired), or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any securities of Pubco, including any securities
convertible into or exercisable or exchangeable for shares of Common Stock
(whether now owned or hereafter acquired), whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of
securities, in cash or otherwise. The restrictions set forth in this paragraph
shall not apply to any transfers made by the undersigned (i) as a bona fide
gift, (ii) by will or other testamentary document or applicable laws of descent
upon the death of the undersigned, or (iii) to a former spouse pursuant to a
qualified domestic relations order; PROVIDED, HOWEVER, that in the case of any
transfer described in clause (i), (ii) or (iii) above, it shall be a condition
to such transfer that the transferee executes and delivers to You, not later
than one business day prior to such transfer, a written agreement, in
substantially the form of this Agreement and otherwise satisfactory in form and
substance to You.
In furtherance of the foregoing, the undersigned hereby consent to the
placing of legends or stop transfer instructions with Pubco's transfer agent
with respect to any shares of Common
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DLA PIPER DRAFT
10/18/07
Stock owned of record by the undersigned, and Pubco and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement. Pubco
shall be a third-party beneficiary of this Agreement, and shall be entitled to
enforce the provisions hereof to the same extent that You are entitled to
enforce the provisions hereof.
It is understood that if, for any reason, the Transactions terminate or
are not consummated within the time periods set forth in the definitive
agreements governing such Transactions prior to payment for and delivery of the
Shares, the undersigned will be released from their obligations under this
Lock-Up Letter Agreement.
The undersigned parties understand that Pubco and You will proceed with
the above-referenced PIPE in reliance on this Lock-Up Letter Agreement.
This Lock-Up Letter Agreement may not be amended, and no term of this
Lock-Up Letter Agreement may be waived, as to any undersigned party, except in a
writing signed by the undersigned party and the initial purchasers of a majority
of the shares of Common Stock sold in connection with the PIPE. In addition, any
consent required or permitted to be given by You under this Agreement may only
be given in a writing signed by the initial purchasers of a majority of the
shares of Common Stock sold in connection with the PIPE.
Whether or not the above-referenced Transactions actually occur depends
on a number of factors, including market conditions. The above-referenced PIPE
will only be made pursuant to the Subscription Agreement and the other
definitive agreements related to the PIPE.
[SIGNATURE PAGE FOLLOWS]
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Each undersigned party hereby represents and warrants that he or she
has full power, authority, and legal capacity to enter into this Lock-Up Letter
Agreement and that, upon request, he or she will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations
of the undersigned shall be binding upon his or her heirs, personal
representatives, successors and assigns.
Very truly yours,
By: /s/ Xxxxxxx Xxx Xxxx Dated: November 13 2007
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Xxxxxxx Xxx Xxxx
President and Chief Executive
Officer; Director
By: /s/ Xxxxxx X. Xxxxxxx Dated: November 13, 2007
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Xxxxxx X. Xxxxxxx
Chairman of the Board of Directors
By: /s/ Xxxxxxxx Xxxxx Dated: November 13, 2007
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Xxxxxxxx Xxxxx
Director
By: /s/ Xxxxxx Xxxx Dated: November 13, 2007
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Xxxxxx Xxxx
Director
By: /s/ C. Xxxxxx Xxxxxx Dated: November 13, 2007
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C. Xxxxxx Xxxxxx
Executive Vice President
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By: /s/ Xxxxx X. Xxxxxx Dated: November 13, 2007
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Xxxxx X. Xxxxxx
Chief Technology Officer
By: /s/ Xxxxxxx Xxxxxxx Dated: November 13, 2007
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Xxxxxxx Xxxxxxx
Chief Marketing Officer
By: /s/ Xxxx X. Xxxxxx Dated: November 13, 2007
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Xxxx X. Xxxxxx
Chief Logistics Officer
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