Share Transfer
Restriction Agreement
This Agreement is made this 21st day of January, 1999 by and between
Xxxxxxx X. Xxxxx, individually and as general partner of Xxxxx Family Limited
Partnership, Ltd., ("Xxxxx"), X. X. Xxxxxxxxx, individually and as President of
X. X. Xxxxxxxxx Corporation, general partner of Xxxxxxxxx Family Limited
Partnership, Ltd. and as President and sole shareholder of InSource Financial
Corporation ("Xxxxxxxxx") and Rampart Capital Corporation, ("Rampart").
RECITALS:
1. Xxxxx owns 1,500,000 shares of the outstanding common stock, $.01 par vale
(the "Common Stock") of Rampart, representing 66.7% of the currently outstanding
shares. 2. Xxxxxxxxx owns 750,000 shares of the Common Stock, representing 33.3%
of the outstanding shares. 3. In July 1997, Rampart acquired from the Trustee in
bankruptcy, certain assets and corporate subsidiaries of the MCorp Liquidating
Trusts (the "MCorp Corporations") which included, among other things, net
operating losses and built in losses (collectively "NOLs") attributable to the
MCorp Corporations. 4. The Internal Revenue Code of 1986 (the "Code") provides,
in pertinent part, that if there is a more than 50% ownership change of a
corporation during a three-year testing period, the ownership change rules of
Section 382 of the Code limit the corporation's utilization of pre-change NOLs
on an annual basis following the ownership change. 5. Rampart proposes to engage
in a public offering of its Common Stock through a firm commitment underwriting
and the parties hereto wish to limit any sale or transfer of shares of Rampart's
Common Stock to conform to the limitations of Section 382 of the Code and to
protect utilization by Rampart of the NOLs.
NOW THEREFORE, in consideration of the mutual promises and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows:
1. Xxxxx and Xxxxxxxxx each hereby, individually and on behalf of the
limited partnerships and corporations which they control as set forth above,
agree that during the term hereof, they will not sell, assign transfer or
otherwise dispose of any shares of the Company's Common Stock in a transaction
which would cause a more than 50% ownership change of Rampart under Section 382
of the Code.
2. Rampart agrees with Xxxxx and Xxxxxxxxx that, during the term
hereof, it will not sell or otherwise dispose of its Common Stock or preferred
stock or consummate any transaction which would effect a change in ownership
contrary to Section 382 of the Code
3. The term of this Agreement shall commence upon the date of execution
and shall continue for a period of three years and one day from the consummation
of the public offering. This Agreement may be amended at any time to conform to
any amendment, modification or revision of Section 382 of the Code or any
ownership change rules of the Code or any corresponding provisions of succeeding
law or if, subsequent to the date hereof, there is no business or legal reason
to restrict the disposition of the shares of Common Stock held by Xxxxx and
Xxxxxxxxx or to restrict the issuance of new shares by Rampart.
4. This Agreement shall be binding upon the heirs, executors,
successors, administrators and assigns of Xxxxx and Xxxxxxxxx and upon the
successors and assigns of Rampart.
5. This Agreement shall be governed by the laws of the State of Texas.
In Witness Whereof, the parties have executed this Agreement this 21st
day of January 1999.
Rampart Capital Corporation
By:______________________
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Xxxxxxx X. Xxxxx, individually
X. X. Xxxxxxxxx, individually
Xxxxx Family Limited Partnership, Ltd.
Xxxxxxxxx Family Limited Partnership, Ltd.
By: X.X. Xxxxxxxxx Corporation,
General Partner
By:___________________________ By:
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Xxxxxxx X. Xxxxx, General Partner X.X. Xxxxxxxxx, President
InSource Corporation
By:
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X.X. Xxxxxxxxx, President
