FORM OF
PROMOTIONAL SHARES LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered
into on the __ day of February, 2000, by and between Radyne ComStream Inc., a
New York corporation, ("Issuer"), whose principal place of business is located
in Phoenix, Arizona, and _________________ (the "Security Holder" and, together
with the other parties signing substantially similar agreements with Issuer, the
"Security Holders") witnesses that:
A. The Issuer has filed an application with the Securities Administrators of
the States listed on Schedule A hereto ("Administrators") to register
shares of its common stock, par value $.002 per share ("Equity
Securities") for sale to public investors who are residents of those
states ("Registration");
B. The Security Holder is the owner of shares of common stock or similar
securities and/or possesses convertible securities, warrants, options or
rights (collectively, "derivative securities") which may be converted
into, or exercised to purchase shares of, common stock or similar
securities of Issuer.
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or dispose of,
whether or not for consideration, directly or indirectly, (a) _______________
PROMOTIONAL SHARES as defined in the North American Securities Administrators
Association ("NASAA") Statement of Policy on Corporate Securities Definitions,
(b) all certificates representing stock dividends, stock splits,
recapitalizations, and the like, that are granted to, or received by, the
Security Holder with respect to such PROMOTIONAL SHARES while the PROMOTIONAL
SHARES are subject to this Agreement, and (c) 40% of all PROMOTIONAL SHARES
acquired by the Security Holder in respect of derivative securities while the
PROMOTIONAL SHARES are subject to this Agreement (collectively, and together
with the similarly restricted PROMOTIONAL SHARES of the other Security Holders,
the "Restricted Securities").
Beginning one year from the completion date of the public offering
which is the subject of the Registration, two and one-half percent (2 1/2%) of
the Restricted Securities may be released from this Agreement each quarter pro
rata among the Security Holders. All remaining Restricted Securities shall be
released on the second anniversary of the completion date of the public
offering.
III. THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or securities
(including by way of tender offer), or any other transaction or proceeding
with a person who is not a Promoter (as defined in the NASAA Statement of
Policy on Corporate Securities Definitions), which results in the
distribution of the Issuer's assets or securities ("Distribution"), while
this Agreement remains in effect that:
1. All holders of the Issuer's Equity Securities, except the Security
Holders to the extent of the Restricted Securities, will initially
share on a per share basis in the Distribution until such shareholders
have received, or have had irrevocably set aside for them, an amount
that is equal to one hundred percent (100%) of the public offering's
price per share times the number of shares of Equity Securities which
they hold at the time of the Distribution, adjusted for stock splits,
stock dividends, recapitalizations and the like;
2. The Security Holders shall thereafter share among themselves on a per
share basis in the Distribution, until they have received, or have had
irrevocably set aside for them, an amount that is equal to one hundred
percent (100%) of the public offering's price per share times the
number of shares of Restricted Securities which they hold at the time
of the Distribution, adjusted for stock splits, stock dividends,
recapitalizations and the like;
3. All holders of the Issuer's Equity Securities shall thereafter
participate on an equal, per share basis times the number of shares of
Equity Securities they hold at the time of the Distribution, adjusted
for stock splits, stock dividends, recapitalizations and the like; and
4. The Distribution may proceed on lesser terms and conditions than the
terms and conditions stated in paragraphs 1, 2 and 3 above if a
majority of the Equity Securities that are not held by Security
Holders, officers, directors or Promoters of the Issuer or their
associates or affiliates vote, or consent by consent procedure, to
approve the lesser terms and conditions.
B. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or securities
(including by way of tender offer), or any other transaction or proceeding
with a person who is a Promoter, which results in a Distribution while
this Agreement remains in effect, the Restricted Securities shall remain
subject to the terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of descent and
distribution, the operation of law, or by order of any court of competent
jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be hypothecated to
pay the expenses of the deceased Security Holder's estate. The
hypothecated Restricted Securities shall remain subject to the terms of
this Agreement. Restricted Securities may not be pledged to secure any
other debt.
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E. Restricted Securities may be transferred by gift to the Security Holder's
family members, provided that the Restricted Securities shall remain
subject to the terms of this Agreement.
F. With the exception of paragraph A.4 above, the Restricted Securities shall
have the same voting rights as similar Equity Securities not subject to
the Agreement; provided, however, that the Security Holders hereby agree
that during the term of this Agreement, they will not vote any of their
Equity Securities in favor of a transaction described in paragraph A
above, unless such transaction shall have been approved by a majority of
the Issuer's Independent Directors (as defined in the NASAA Statement of
Policy on Corporate Securities Definitions).
G. A notice shall be placed on the face of each stock certificate of the
Restricted Securities covered by the terms of the Agreement stating that
the transfer of the stock evidenced by the certificate is restricted in
accordance with the conditions set forth on the reverse side of the
certificate; and
H. A typed legend shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock covered by the
Agreement which states that the sale or transfer of the shares evidenced
by the certificate is subject to certain restrictions until __ (insert
date of termination of the Agreement) pursuant to an agreement between the
Security Holder (whether beneficial or of record) and the Issuer, which
agreement is on file with the Issuer and the stock transfer agent from
which a copy is available upon request and without charge.
I. The term of this Agreement shall begin on the date that the Registration
is declared effective by the Administrators ("Effective Date") and shall
terminate on the soonest to occur of the following:
1. On the second anniversary of the completion date of the public
offering; or
2. On the date the Registration has been terminated if no securities were
sold pursuant thereto; or
3. If the Registration has been terminated, the date that checks
representing all of the gross proceeds that were derived therefrom
and addressed to the public investors have been placed in the U.S.
Postal Service with first class postage affixed; or
4. On the date the Equity Securities become "Covered Securities," as
defined under the National Securities Markets Improvement Act of 1996.
J. This Agreement may be modified only with the written approval of the
Administrators.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the Signatories to be
filed with the Administrators prior to the Effective Date;
B. Copies of the Agreement and a statement of the per share initial public
offering price to be provided to the Issuer's stock transfer agent;
C. Appropriate stock transfer orders to be placed with the Issuer's stock
transfer agent against the sale or transfer of the Restricted Securities
covered by the
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Agreement prior to its expiration, except as may otherwise be provided
in this Agreement; and
D. The above stock restriction legends to be placed on the periodic statement
sent to the registered owner if the securities subject to this Agreement
are uncertificated securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed the Agreement
in the capacities, and on the dates, indicated.
IN WITNESS WHEREOF, the signatories have executed this Agreement.
RADYNE COMSTREAM INC. [SECURITY HOLDER]
By____________________________ By: __________________________
Xxxxxx X. Fitting, President
SCHEDULE A
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Arizona
California
Connecticut
Indiana
Kansas
Maryland
Massachusetts
Michigan
Nevada
New Jersey
New Mexico
Ohio
Oregon
Pennsylvania
Texas
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West Virginia
