PROMOTIONAL SHARES LOCK-IN AGREEMENT
GMX RESOURCES INC.
This Promotional Shares Lock-In Agreement ("Agreement"), which was
entered into on the ___ day of _____________, 2001, by and between GMX
RESOURCES INC. ("Issuer"), whose principal place of business is located in
Oklahoma City, Oklahoma, and ___________________ ("Security Holder") witnesses
that:
A. The Issuer has filed an application with the Securities
Administrator of the States of Oklahoma and Washington
("Administrators") to register certain of its Equity Securities for
sale to public investors who are residents of 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.
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,
Promotional Shares as defined in the North American Securities Administrators
Association ("NASAA") Statement of Policy on Corporate Securities Definitions
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").
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 escrow on the anniversary of the second year
from the completion date of the public offering.
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's 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. 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. The 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.
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, 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 transferred by gift to the
Security Holder's family members, provided that the Restricted
Securities shall remain subject to the terms of this Agreement.
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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 sale or transfer of
the shares evidenced by the certificate is subject to certain
restrictions until ___________________ (insert date of termination of
the Agreement) 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; or
2. On the date the Registration has been terminated if no
securities were sold pursuant thereto; or
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.
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;
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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.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
GMX RESOURCES INC.
By:
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President
By:
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Secretary
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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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