EXHIBIT 4.3
PROMOTIONAL SHARES LOCK-IN AGREEMENT
CLASS A ISSUER
I. This Promotional Shares Lock-In Agreement (the "Agreement") is entered into
on the __ day of January, 1999, by and between Summit Life Corporation (the
"Issuer"), whose principal place of business is located in Oklahoma City,
Oklahoma; Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx (each, a "Security Holder"
and collectively, the "Security Holders"). Capitalized terms used herein
and not otherwise defined shall have the meanings given them in the North
American Securities Administrators Association ("NASAA") Statement of
Policy on Corporate Securities Definitions.
WITNESSETH:
A. The Issuer has filed an application with the Securities Administrator
of the State of Oklahoma (the "Administrator") to register certain of
its Equity Securities for sale to public investors who are residents
of such state (the "Registration");
B. The Security Holders are the owners of an aggregate of 1,366,370
shares of the common stock of the Issuer.
C. As a condition to Registration, the Issuer and Security Holders (the
"Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, each of the Security Holders agrees not to sell, pledge,
hypothecate, assign, grant any option for the sale of, or otherwise or dispose
of, whether or not for consideration, directly or indirectly, 658,185 shares of
the common stock of the Issuer, for an aggregate 1,316,370 shares (collectively,
the "Restricted Securities") and all certificates representing stock dividends,
stock splits, recapitalizations, and the like, that are granted to, or received
by, the Security Holders while the Restricted Securities are subject to this
Agreement.
Beginning one year from the completion date of the public offering, two and
one-half percent (2 1/2%) of the Restricted Securities may be released each
quarter pro rata among the Security Holders. All remaining Restricted
Securities shall be released from escrow on the anniversary of the second year
from 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, which results in the
distribution of the Issuer's assets or securities (a "Distribution"),
while this Agreement remains in effect, that:
1. All holders of the Issuer's Equity Securities will initially
share on a pro rata, per share basis in the Distribution, in
proportion to the amount of cash or other consideration that they
paid per share for their Equity Securities (provided that the
Administrator has accepted the value of the other consideration),
until the shareholders who purchased the Issuer's Equity
Securities pursuant to the public offering ("Public
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 that they purchased pursuant to the
public offering and which they still hold at the time of the
Distribution, adjusted for stock splits, stock dividends
recapitalizations and the like; and
2. 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.
3. The Distribution may proceed on lesser terms and conditions than
the terms and conditions stated in paragraphs 1 and 2 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.
E. Restricted Securities may be transferred by gift to a 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.3 above, the Restricted Securities
shall have the same voting rights as similar Equity Securities not
subject to the Agreement.
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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
January __, 2001 pursuant to an agreement between the named 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 without charge.
I. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrator (the
"Effective Date") and shall terminate:
1. On the anniversary of the second year from 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 securities subject to this Agreement become
"Covered Securities" as defined under the National Securities
Markets Improvement Act of 1996, after written notice to, and
approval by, the Administrator.
J. This Agreement to be modified only with the written approval of the
Administrator.
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 shares covered by
the Agreement prior to its expiration, except as may otherwise be
provided in this Agreement;
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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.
IN WITNESS WHEREOF, the Signatories have executed this Agreement in the
capacities, and on the dates, indicated.
SUMMIT LIFE CORPORATION
By Date: January __, 1999
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Xxxxxxx X. Xxxxx,
President and Chief Operating Officer
XXXXXXX X. XXXXX
Date: January __, 1999
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XXXXX X. XXXXX
Date: January __, 1999
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