"BLEED OUT"
AGREEMENT TO RESTRICT THE SALE OF SHARE
OF COMMON STOCK
November 15, 2002
________________________________
________________________________
________________________________
_____________________
Re: HispanAmerica Corp ("HSPA") Shareholders
Certificate holder's name: _______________________
Certificate numbers: _______________________
Total # of shares: _______________________
RECITALS:
WHEREAS, _____________________ ("Shareholder(s)") owns __________________
_______________________ ( ) shares of the Common Stock of
HispanAmerica Corp. (the "Corporation") $.001 par value per share.
Hereinafter, unless otherwise specified, the shares of Common Stock of the
Corporation ($.001 par value per share) owned by the Shareholders shall be
collectively referred to as the "Shares";
WHEREAS, the Shares are among those issued in connection with a business
combination transaction whereby the Corporation merged with Generacion Latina,
Inc. ("GL") on August 20, 2002;
WHEREAS, the Corporation has requested that the Shareholder(s) enter into this
Agreement to limit the sale, distribution or other disposal (the "Transfer")
of a certain number of the Shares; and
WHEREAS, subject to the terms and conditions hereof, the Shareholder(s) have
agreed to limit the Transfer of a certain number of the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Bleedout of the Shares.
The Shareholder(s) hereby agree that they shall not Transfer any of the
Shares, without the prior express written consent of the Corporation, which
consent shall not be unreasonably withheld, except as follows:
The Shareholder(s) agree to the following regarding the Shares owned by
him/her. The Shareholder(s) recognizes the need for the orderly marketing and
sale of the HSPA stock and consent to the restrictions on sale as described
below to assist HSPA and the Shareholder(s);
The Shareholder(s) agrees that he/she will place the following restrictions on
his/her stock:
(i) Twenty percent (20%) of the Shares may be sold during the first 3 months
(first quarter) after HSPA receives "clearance" from the Securities and
Exchange Commission ("SEC") as to the "effectiveness" of the registration
statement on Form SB-2 whereby the Shares are being registered (the "Effective
Date");
(ii) Twenty-five percent (25%) of the Shares may be sold during the second
three month period (second quarter) after the "Effective Date";
(iii) Twenty-five percent (25%) of the Shares may be sold during the third
three month period (third quarter) after the "Effective Date";
(iv) Thirty percent (30%) of the Shares may be sold during the final three
month period (fourth quarter) after the "Effective Date";
(v) All restrictions imposed by this Letter shall be terminated twelve (12)
months after the Effective Date.
2. Miscellaneous.
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be waived, amended, modified or
supplemented except by a written instrument signed on behalf of the
Corporation and the Shareholder(s) and/or their Shareholder Representatives
making specific reference to this Agreement and expressing the intention to
waive, amend, modify or supplement it.
Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered or certified
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery.
The Corporation may consent to Transfers prior to expiration of the above
restrictions. Such consent notice and other communication required or
permitted under this Agreement and the transactions contemplated shall be in
writing and sent to:
Generacion Latina, Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Chairman
Telephone: (000) 000-0000
with a copy (not constituting notice) to:
Broad Street Investment Management, LLC
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All such notices and communications shall be deemed to have been duly given at
the time delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when answered back,
if telexed; when receipt acknowledged, if by facsimile transmission; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Successors and Assigns, Shareholder Representatives. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an
express assignment, each subsequent holder of the Shares. The Shareholders(s)
may resign and appoint successors only with the consent of the former
Shareholder(s) and their Shareholder Representative, and the Corporation shall
be entitled to rely on the directions of the Shareholder(s) and/or their
Shareholder Representatives herein until receipt of notice from them as to the
due appointment of a successor, and the Corporation shall thereupon be
entitled to rely on such notice in dealing with such successor representative.
Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of any provision hereof.
Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware.
Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any
provision in any other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Corporation with
respect to the securities issued pursuant to the Agreement. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SHAREHOLDER
Name: __________________________
Signature: __________________________
Address: __________________________
Telephone: __________________________
Date: __________________________
HISPANAMERICA CORP.
By: __________________________________
Xxxxxx X. Xxxxxxxx,
Chairman and Chief Executive Officer
Date: ____________________
