EXHIBIT 2.2
July 12, 2002
Bergamo Acquisition Corp.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Dear Sirs:
The undersigned understand that an Agreement and Plan of Merger dated
as of June 19, 2002, (the "Agreement"), has been executed between Clothing
Source of California, Inc., a California corporation ("CSC"), and Bergamo
Acquisition Corp, a Delaware corporation ("Bergamo"). Capitalized terms not
defined herein shall have the same meaning as set forth in the Agreement. The
undersigned, collectively, own 417,000 shares of Common Stock of Bergamo (the
"Locked-Up Shares"). For purposes of this Agreement, the Locked-Up Shares shall
be divided into two groups, each consisting of 208,500 shares, with one group
designated as the "Marketable Shares" and the other group designated as the
"Option Shares"
1. In consideration of CSC having entered into the Agreement, the
benefits to be derived by the undersigned thereby and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned agree that, except as otherwise provided herein,
the undersigned will not, directly or indirectly, sell, offer to sell, transfer,
hypothecate, contract to sell, grant any option to purchase, or otherwise
dispose of any of the Locked-Up Shares, except (a) by operation of law, or (b)
pursuant to a bona fide gift or private sale to any person or other entity which
agrees in writing to be bound by the provisions of this letter agreement.
In addition, the undersigned agree that Bergamo may (i) with respect to
any of the Locked-Up Shares for which the undersigned is the record holder,
cause its transfer agent to note stop transfer instructions with respect to such
shares on the transfer books and records of Bergamo and (ii) with respect to any
Locked-Up Shares for which the undersigned is the beneficial holder but not the
record holder, cause the record holder of such shares to cause the transfer
agent for Bergamo to note stop transfer instructions with respect to such shares
on the transfer books and records of Bergamo. In addition, the undersigned agree
to the imposition of an appropriate legend on the certificates representing the
Locked-Up Shares.
2. During each calendar month following the Closing Date, commencing
with the first calendar month beginning after the Closing Date, each of the
undersigned, individually, may sell or otherwise transfer up to a maximum of
7,000 of the Marketable Shares, for an aggregate monthly maximum of 21,000
Shares. Any Marketable Shares eligible for sale but not sold during any calendar
month may be carried over to the following calendar month, and shall no longer
be subject to the provisions of this Agreement. With respect to any Marketable
Shares that become eligible for sale under this section, Bergamo agrees that it
will cooperate in the removal of any legends on the certificates and will remove
any stop transfer instructions with its Transfer Agent.
3. The undersigned hereby grant to Bergamo an option to purchase all,
but not less than all, of the Option Shares, on the terms and conditions set
forth herein, and agrees that the certificates representing the Option Shares
shall bear a legend referring to this Agreement. The option may be exercised at
any time commencing on the first anniversary of the effective date of the Merger
and continuing for a period of fifteen days thereafter (the "Exercise Period").
The purchase price for all of the Option Shares shall be $125,000 (the "Exercise
Price"); provided, however, that the Exercise Price per share and the number of
Option Shares shall be appropriately adjusted to reflect any stock splits, stock
dividends or reclassifications of the Common Stock.. The option may be exercised
by written notice to the undersigned, accompanied by a cashier's check for the
Exercise Price. Upon due exercise, the undersigned shall deliver to Bergamo any
certificates representing the Option Shares, duly endorsed in favor of Bergamo
or its assignee. If the Exercise Period expires and the option granted herein is
not duly exercised, then the Option Shares shall be free of the option granted
herein and any other restrictions in this Agreement. Until expiration of the
Exercise Period, the undersigned will not sell, transfer or assign any of the
Option Shares.
4. This Agreement shall terminate, and all restrictions on the
Locked-Up Shares (including the option to purchase the Option Shares), shall
terminate, upon (a) the merger or consolidation of Bergamo in which it is not
the surviving corporation, the sale of all or substantially all the assets of
Bergamo, or the sale of 50% or more of the outstanding Common Stock of Bergamo
in a single transaction or a series of related transactions, or (b) the
occurrence of any event which results in the Option Shares, in the aggregate,
representing less than 4% of the outstanding capital stock of Bergamo, assuming
exercise of all outstanding options and warrants and conversion of all
convertible securities. By way of example, based on the current capitalization
of Bergamo, the restrictions would terminate at such time as Bergamo has
outstanding, on a fully diluted basis, 5,212,000 or more shares. Upon the
termination of the restrictions, Bergamo will cooperate in the removal of any
legends on the certificates referring to the restrictions, including the
issuance of new certificates without such legends, and will remove any stop
transfer instructions with its Transfer Agent..
5. The undersigned understands that CSC has entered into the Agreement
in reliance on an undertaking therein that the undersigned would execute this
letter agreement. In connection therewith, the undersigned agrees to be bound by
the foregoing, notwithstanding any contrary terms or provisions that may be
contained in any other agreement to which the undersigned is bound or rule of
law to which the undersigned is subject, relating to any of the foregoing,
specifically including Rule 144 promulgated under the Securities Act of 1933, as
amended
The undersigned each hereby represents and warrants that the
undersigned has full power and authority to enter into this letter agreement.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.
Very truly yours,
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx
Templemore Partners
By /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx