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AGREEMENT REGARDING REPURCHASE OF STOCK
This Agreement is made effective as of February 25, 1998, by and among
BrightStar Information Technology Group, Inc., a Delaware corporation
("BrightStar"), Xxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxxx Xxxxxxx
(the "Shareholders");
WHEREAS, pursuant to that certain Agreement and Plan of Exchange, dated as
of December 15, 1997 (the "Exchange Agreement"), entered into by and among
BrightStar, BIT Group Services, Inc., a Delaware corporation ("BITG"), BIT
Investors, LLC, a Texas limited liability company ("BITI"), and the holders of
the outstanding capital stock of BITG, all of the Shareholders except Xxxxxxx X.
Xxxxxx will acquire shares (the "Management Shares") of common stock of
BrightStar, par value $.001 per share (the "BrightStar Common Stock"); and
WHEREAS, pursuant to Section 3.1 of the Exchange Agreement, Xxxxxxxx X.
Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx have previously
agreed to execute and deliver a stock repurchase agreement granting BrightStar
the option to repurchase their respective Management Shares;
WHEREAS, pursuant to Section 1.2 of the Exchange Agreement, Xxxxxx X.
Xxxxxx, Xxxx X. Xxxxx and Xxxxxxx Xxxxxxx are entitled to receive the Exchange
Consideration, which is an amount of shares of BrightStar Common Stock which may
be up to the following number of shares: Xxxxxx X. Xxxxxx--42,900 shares, Xxxx
X. Xxxxx--20,000 shares, Tarrant Xxxxxxx--33,900 shares;
WHEREAS, upon the successful completion of BrightStar's initial public
offering of BrightStar Common Stock (the "IPO") and the dissolution of BITI, it
is anticipated that the following Shareholders (the "Class B Holders") will
receive the indicated number of shares of BrightStar Common Stock upon the
liquidation of the Class B Units of BITI, based on the current estimated IPO
price of the BrightStar Common Stock, although the actual number of such shares
(the "Class B Shares") may vary substantially:
NAME NO. OF SHARES
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Xxxxxx X. Xxxxxx 15,909
Xxxxxxxx X. Xxxx 15,909
Xxxxxx X. Xxxxxxx 15,909
Xxxxxx X. Xxxxxx 15,909
Xxxx X. Xxxxx 12,727
Xxxxxxx X. Xxxxxx 3,182
NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
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1. Share Repurchase Agreements. The Shareholders hereby agree to execute
and deliver a stock repurchase agreement on or before the Closing Date (defined
below) in the form attached hereto as Exhibit A (the "Stock Repurchase
Agreements") granting BrightStar the option to repurchase, under certain terms
and conditions provided in the Stock Repurchase Agreements, the number of shares
of BrightStar Common Stock set forth in Section 2 hereof, and shares of
Restricted Common Stock, if any received by the Shareholders pursuant to the
Restricted Stock Exchange as set forth in Section 2.1 of the Exchange Agreement.
2. Shares Subject to Repurchase.
2.1 Management Shares. All shares of BrightStar Common Stock included in
the Exchange Consideration received by Xxxxxx X. Xxxxxx, Xxxx X. Xxxxx and
Xxxxxxx Xxxxxxx shall be subject to repurchase by BrightStar pursuant to the
terms of the Stock Repurchase Agreement.
2.2 Class B Shares. All of the Class B Shares, if any, received by the
Class B Holders shall be subject to repurchase by BrightStar pursuant to the
terms of the Stock Repurchase Agreements.
3. Closing Date. For purposes hereof, the Closing Date shall mean the date
that BrightStar receives funds in consideration for the sale of its securities
in its initial public offering.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on
the date first hereinabove written.
BRIGHTSTAR INFORMATION
TECHNOLOGY GROUP, INC.
By:
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Name:
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Title:
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Xxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx
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Xxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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Tarrant Xxxxxxx
