1
EXHIBIT 2
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "Agreement"), dated as of April 3, 1997,
is entered into by and between Sophia Investments Ltd. ("Stockholder"), and
International Alliance Services, Inc., a Delaware corporation ("IASI").
W I T N E S S E T H:
WHEREAS, contemporaneously with the delivery of this Agreement,
Alliance Holding Corporation ("AHC") and Stockholder are entering into a
certain asset and liabilities transfer (the "Transfer Agreement");
WHEREAS, AHC is transferring (the "Exchange") to Stockholder as part
of the transactions contemplated by the Transfer Agreement certain shares (the
"Shares") of IASI common stock, $.01 par value per share ("Shares"), and
warrants to purchase shares of Common Stock (the "Warrants");
WHEREAS, the Shares and Warrants were acquired by AHC in a certain
transaction between AHC and IASI (the "Merger"), and are subject to a certain
lock-up agreement (the "AHC Lock-up") between IASI and AHC dated October 18,
1996 (the "Closing Date");
WHEREAS, pursuant to the AHC Lock-up the Exchange requires the consent
of the Board of Directors of IASI, and as a condition of such consent the Board
requires that Stockholder enter into this Agreement;
WHERAS, as a condition to the Distribution, Stockholder agrees not to
make any Transfer (defined herein) of (i) the Shares and Warrants to be
acquired by Stockholder in the Distribution and (ii) the shares of Common Stock
to be acquired by Stockholder upon exercise of the Warrants (the "Warrant
Shares"), except as expressly permitted by this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Restrictions on Transfer. Stockholder hereby agrees that,
without the unanimous consent of the Board of Directors of IASI, it will not,
directly or indirectly sell, assign, transfer, pledge (other than by pledge or
other grant of a security interest if the pledgee agrees in writing to be bound
by the terms of this Agreement) or otherwise dispose of, (collectively,
"Transfer"), the Shares, Warrants or Warrant Shares prior to the end of the
two-year period following the Closing Date. Notwithstanding the foregoing, at
the end of the 180-day period beginning on the Closing Date, Stockholder may
thereafter Transfer Shares, Warrants or Warrant Shares, which number in the
aggregate, not more than the aggregate of fifteen (15%) percent of the total
number of Shares and Warrants received by Stockholder in the Exchange.
2
Notwithstanding the foregoing, Stockholder may Transfer the Shares, Warrants or
Warrant Shares: (a) to the persons or entities in the amounts as set forth on
Exhibit A hereto, provided that the transferee agrees in writing to be bound by
the terms of this Agreement, or (b) to a third party making a cash tender or
exchange offer in compliance with Regulations 14D and 14E under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), following the filing
with the SEC in compliance with the Exchange Act by IASI of a Recommendation
Statement on Schedule 14D-9 pursuant to which IASI affirmatively recommends to
the IASI stockholders the acceptance of such cash tender or exchange offer.
2. Miscellaneous.
2.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
2.2 Binding Effect and Assignment. This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns, but
except as otherwise specifically provided, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned by
any of the parties hereto without the prior written consent of the other.
2.3 Amendments and Modification. This Agreement may not
be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
2.4 Specific Performance. The parties hereto acknowledge
that IASI will be irreparably harmed and that there will be no adequate remedy
at law for a violation of any of the covenants or agreements of Stockholder set
forth herein. Therefore, it is agreed that, in addition to any other remedies
which may be available to IASI upon any such violation, IASI shall have the
right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to IASI at law or in equity.
2.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if delivered
in person, by cable, telecopy, telegram or telex, or sent by mail (registered
or certified mail, postage prepaid, return receipt requested) to the respective
parties as follows:
If to Stockholder:
Sophia Management Ltd.
00000 Xxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxx 00000
3
With a copy to:
Xxxx X. Xxxxxx & Associates, L.P.
0 Xxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, Xxxx 00000-0000
If to IASI:
International Alliance Services, Inc.
00000 Xxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxx 00000
Attention: President
Telecopy: (000) 000-0000
With a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxx
Fax: (000) 000-0000
or to such other address any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
2.6 Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Ohio as
applied to contracts entered into solely between residents of, and to be
performed entirely in, such state.
2.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matters.
2.8 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Agreement.
2.9 Definitions. All capitalized terms used herein shall
have the meanings defined in the Merger Agreements, unless otherwise defined
herein.
2.10 Counterparts. This Agreement shall be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
4
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
"Stockholder"
SOPHIA MANAGEMENT LTD.
By:
------------------------------------
Printed Name:
--------------------------
Title:
---------------------------------
IASI
International Alliance Services, Inc.
By:
------------------------------------
Printed Name:
--------------------------
Title:
---------------------------------
