EXHIBIT 2.1.2
SECURITIES PURCHASE AND LOCK-UP AGREEMENT
This Securities Purchase and Lock-Up Agreement (this "Agreement") is made
and entered into on this the 7th day of May, 2004 by and among Halter Financial
Group, Inc., a Texas corporation ("HFG"), Sales Lead Management Inc, a New York
Corporation ("SLM"), and Southwest Mortgage Corp., a Delaware corporation (the
"Company").
WHEREAS, HFG is the holder of 191,600.00 shares (the "Shares") of the
common stock of the Company; and
WHEREAS, SLM is a wholly-owned subsidiary of the Company; and
WHEREAS, the Company and HFG desire to enter into this Agreement for the
purpose of setting forth certain obligations of the parties hereto in connection
with the Shares.
NOW, THEREFORE, in consideration of the foregoing, and the respective
covenants contained in this Agreement, the parties hereto hereby agree as
follows:
1 PURCHASE OBLIGATION. The Company and SLM agree that within five business days
of the breaking of escrow of SLM's current private placement of up to 1 million
shares of its common capital stock (the "Private Placement"), the Company or SLM
shall purchase 50,000 Shares from HFG at a purchase price of $2.00 per Share. In
the event the purchase of the 50,000 Shares is not consummated on or before the
date which is six months from the date of this Agreement, HFG shall have the
right, in its sole discretion, to require the Company to execute a promissory
note in the principal amount of $100,000 and accruing interest at the rate of
six percent per annum, which shall be due and payable in full on or before the
first anniversary date of this Agreement. The 50,000 Shares shall be delivered
to the Company once the purchase price, whether or not evidenced by a note, is
paid in full.
2 LOCKUP. HFG agrees that it will not otherwise sell, assign, transfer or pledge
71,600 Shares for a period of twelve (12) months from the date of this
Agreement. In addition, HFG agrees that it will not otherwise sell, assign,
transfer or pledge 70,000 Shares for a period of twenty-four (24) months from
the date of this Agreement. Any sale, assignment, transfer, or pledge by HFG
shall only be made with the express written consent of the Company.
3 AMENDMENT AND MODIFICATION. This Agreement may be amended or modified by the
written consent of the Parties.
4 CAPTIONS AND HEADINGS. The paragraph headings throughout this Agreement are
for convenience and reference only, and shall in no way be deemed to define,
limit or add to the meaning of any provision of this Agreement.
5 NOTICES AND WAIVERS. Any notice or waiver required or permitted to be given by
the parties hereto shall be in writing and shall be deemed to have been given,
when delivered, three business days after being mailed by certified or
registered mail, faxed during regular business hours of the recipient and there
is confirmation of receipt, or sent by prepaid full rate telegram to the
following addresses:
To HFG:
Xxxxxxx X. Xxxxxx, President
00000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
with copy to:
Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxxxx, L.L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
To the Company or SLM:
Xxxxx X. Xxxxx, President
000 Xxxx Xxxx Xxxx, XX000
Xxxxxxxx, Xxx Xxxx 00000
with copy to:
Xxxx Xxxxxxx, Esq.
Ruskin, Xxxxxx, Xxxxxxxxxx, X.X.
Xxxx Xxxxx, 00xx Xxxxx
000 XXX Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
6 GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without regard to conflicts or
choice of law provisions of the State of New York.
7 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date set forth above.
HALTER FINANCIAL GROUP, INC. SOUTHWEST MORTGAGE CORP.
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BY: Xxxxxxx X. Xxxxxx BY: Xxxxx X. Xxxxx
ITS: President ITS: President
SALES LEAD MANAGEMENT INC.
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BY: Xxxxx X. Xxxxx
ITS: President
