EXHIBIT H
AGREEMENT
This agreement (this "Agreement") is entered into this 25th day of June,
2003 by and between Xxxxxxx X. Xxxx and Xxxxx X. Xxxx (collectively, "Xxxx"), on
the one hand, and Xxxxx X. Xxxx, Xx. ("Albe"), on the other hand, with reference
to the following recitals:
X. Xxxx has received a loan (the "Loan") in the principal amount of
$500,000 from Bank of America, N.A. ("Lender") and, concurrently therewith, has
received loans from third-party individuals (the "Individual Lenders") in the
aggregate principal amount of $500,000 (the "Additional Loans").
X. Xxxx has guaranteed Xxxx'x obligations to Lender pursuant to the Loan
(such guaranty, the "Guaranty").
C. As of the date hereof, Xxxx beneficially owns a total of 4,578,018
shares of the common stock of Syntroleum Corporation (collectively, the
"Shares"), exclusive of 242,813 shares of common stock that are subject to that
certain Common Stock Purchase Agreement delivered concurrently herewith by and
among Xxxx and a private purchaser.
D. In order to induce Albe to provide the Guaranty, Xxxx has agreed with
Albe to refrain from selling, pledging or otherwise disposing of the Shares, and
to certain other matters, all as provided herein.
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereby agree as follows:
1. Xxxx hereby confirms and represents to Albe that, as of the date hereof,
Xxxx is the record and beneficial owner of all of the Shares, free of any liens,
charges, encumbrances or restrictions (other than certain securities law
restrictions) of any kind whatsoever (except for the pledge of 650,000 of such
Shares to Lender in connection with the Loan and the pledge of another 650,000
of such Shares to the Individual Lenders in connection with the Additional Loans
(collectively, such 1.3 million shares being the "Pledged Shares")). Xxxx
further confirms and represents to Albe that Xxxx owns no other shares of the
capital stock of Syntroleum Corporation other than the Shares.
2. With the exception of the transactions contemplated herein, for so long
as Xxxx has any outstanding obligations with respect to the Loan, Xxxx will not
pledge, hypothecate, sell or otherwise dispose of any of the Shares (or enter
into any transaction or device that is designed to, or could reasonably be
expected to, result in the disposition of any of the Shares). For the sake of
clarification and without limiting the foregoing, Xxxx shall be deemed to have
outstanding obligations with respect to the Loan notwithstanding any repayment
of the Loan by Albe pursuant to the Guaranty or by any other guarantor with
respect to the Loan.
3. Notwithstanding the foregoing, Xxxx shall, subject to the consent of and
on the terms permitted by Lender, be permitted to establish a plan pursuant to
Rule l0b5-1 promulgated under the Securities Exchange Act of 1934 (the "10b5-1
Plan"), and to sell pursuant to the terms of such plan, the Pledged Shares.
4. Subject to the terms of the 10b5-1 Plan, Xxxx hereby consents to the
delivery by Lender to Albe of any Shares pledged by Xxxx to Lender in connection
with the Loan in the event Albe becomes entitled to be subrogated to Lender's
rights with respect to the Loan.
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In witness whereof, the parties have duly executed this Agreement as of the
date written above.
XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
XXXXX X. XXXX
Xxxxx X. Xxxx
XXXXX X. XXXX, XX.
Xxxxx X. Xxxx, Xx.