EXHIBIT 10.22
MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT
CLASS A ISSUER
I. This Promotional Share Lock-In Agreement ("Agreement"), which was
entered into on the ___ day of October 2003, by and between CENTENNIAL
SPECIALTY FOODS CORPORATION ("Issuer"), whose principal place of
business is located at 000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx 00000, and _________________________________ ("Security
Holder") witnesses that:
A. The Issuer has filed an application with the Securities
Administrators of all but five (5) of the States of the United
States of America, including certain States which have
required the lock-in of a specified number of Promotional
Shares held by the Security Holder and other existing Security
Holders of the Issuer, consisting of the States of Alabama,
Arizona, Iowa, Kansas, Nebraska, Ohio, Oklahoma, Pennsylvania,
Tennessee and Washington ("Administrators" as to the foregoing
10 States) to register certain of its Equity Securities for
sale to public investors who are registered in those States
("Registration");
B. The Security Holder is the owner of the shares of common stock
or similar securities and/or possesses convertible securities,
warrants, options or rights which may be converted into, or
exercised to purchase shares of common stock or similar
securities of Issuer.
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this
Agreement.
II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, directly or indirectly, a
total of __________ shares of the Issuer's common stock and __________
shares of Class A Preferred Stock owned by the Security Holder, which
shares shall be deemed to be PROMOTIONAL SHARES as defined in the North
American Securities Administrators Association ("NASAA") Statement of
Policy on Corporate Securities Definitions ("Definitional Statement of
Policy"), and all certificates representing stock dividends, stock
splits, recapitalizations, and the like, that are granted to, or
received by, the Security Holder while the PROMOTIONAL SHARES are
subject to this Agreement ("Restricted Securities"). Capitalized terms
in this Agreement that are not defined in this Agreement have the
meanings specified in the Definitional Statement of Policy.
If the Restricted Securities under this Agreement have exercise or
conversion rights or other Equity Securities held by the Security
Holder are convertible into the Restricted Securities, the Security
Holder may execute the rights, but the exercised or converted Equity
Securities will also be Restricted Securities and subject to Lock-In
during the two year term of this Agreement as provided in the paragraph
which follows:
Beginning one year from the completion date of the public
offering, two and one-half percent (2 1/2%) of the Restricted
Securities may be released each quarter pro rata among the
Security Holders. All remaining Restricted Securities shall be
released from this Agreement on the anniversary of the second
year from the completion date of the public offering.
III. Therefore, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation. merger,
consolidation, reorganization, sale or exchange of the
Issuer's assets or securities (including by way of tender
offer), or any other transaction or proceeding with a person
who is not a Promoter, which results in the distribution of
the Issuer's assets or securities ("Distribution"), while this
Agreement remains in effect that:
1. All holders of the Issuer's EQUITY SECURITIES will
initially share on a pro rata, per share basis in the
Distribution, in proportion to the amount of cash or
other consideration that they paid per share for
their EQUITY SECURITIES (provided that the
Administrator has accepted the value of the other
consideration), until the shareholders who purchased
the Issuer's EQUITY SECURITIES pursuant to the public
offering ("Public Shareholders") have received, or
have had irrevocably set aside for them, an amount
that is equal to one hundred percent (100%)of the
public offering price per share times the number of
shares of EQUITY SECURITIES that they purchased
pursuant to the public offering and which they still
hold at the time of the Distribution, adjusted for
stock splits, stock dividends recapitalizations and
the like; and
2. After a Distribution, all holders of the Issuer's
EQUITY SECURITIES shall thereafter participate on an
equal, per share basis times the number of shares of
EQUITY SECURITIES they hold at the time of the
Distribution, adjusted for stock splits, stock
dividends, recapitalizations and the like.
3. A Distribution may proceed on lesser terms and
conditions than the terms and conditions stated in
paragraphs 1 and 2 above if a majority of the EQUITY
SECURITIES that are not held by Security Holders,
officers, directors, or Promoters of the Issuer, or
their Associates or Affiliates vote, or consent by
consent procedure, to approve the lesser terms and
conditions at a special meeting called for that
specific purpose.
B. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of the
Issuer's assets or securities (including by way of tender
offer), or any other transaction or proceeding with a person
who is a Promoter,
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which results in a Distribution while this Agreement remains
in effect, the Restricted Securities shall remain subject to
the terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of
any court of competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security
Holder's estate. The hypothecated Restricted Securities shall
remain subject to the terms of this Agreement. Restricted
Securities may not be pledged to secure any other debt.
E. Restricted Securities may be transmitted by, gift to the
Security Holder's family members, provided that the Restricted
Securities shall remain subject to the terms of this
Agreement.
F. With the exception of paragraph A. 3 above, the Restricted
Securities shall have the same voting rights as similar EQUITY
SECURITIES not subject to the Agreement.
G. A notice shall be placed on the face of each stock certificate
of the Restricted Securities covered by the terms of the
Agreement stating that the transfer of the stock evidenced by
the certificate is restricted in accordance with the
conditions set forth on the reverse side of the certificate;
and
H. A typed legend shall be placed on the reverse side of each
stock certificate of the Restricted Securities representing
stock covered by the Agreement which states that the salt or
transfer of the shares evidenced by the certificate is subject
to certain restrictions until October __, 2005, or as
otherwise provided in this Agreement for the earlier release
of the Restricted Securities pursuant to an agreement between
the Security Holder (whether beneficial or of record) and the
Issuer, which agreement is on file with the issuer and the
stock transfer agent from which a copy is available upon
request and without charge.
I. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrators
("Effective Date") and shall terminate:
1. On the anniversary of the second year from the
completion date of the public offering;
2. On the date the Registration has been terminated if
no securities were sold pursuant thereto: or
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3. If the Registration has been terminated, the date
that checks representing all of the gross proceeds
that were derived therefrom and addressed to the
public investors have been placed in the U. S. Postal
Service with first class postage affixed; or
4. On the date the securities subject to this Agreement
become "Covered Securities," as defined under the
National Securities Markets Improvement Act of 1996.
J. This Agreement to be modified only with the written approval
of the Administrators.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the
Signatories to be filed with the Administrators prior to the
Effective Date;
B. Copies of the Agreement and a statement of the per share
initial public offering price to be provided to the Issuer's
stock transfer agent;
C. Appropriate stock transfer orders to be placed with the
Issuer's stock transfer agent against the sale or transfer of
the shares covered by the Agreement prior to its expiration,
except as may otherwise be provided in this Agreement;
D. The above stock restriction legends to be placed on the
periodic statement sent to the registered owner if the
securities subject to this Agreement are uncertificated
securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed the Agreement
in the capacities, and on the dates, indicated.
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IN WITNESS WHEREOF. the Signatories have executed this Agreement.
CENTENNIAL SPECIALITY FOODS
CORPORATION, a Delaware corporation
By
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President
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Signature
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Printed Name of Security Holder
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Title, if applicable
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