Exhibit 2.2
STOCK RESTRICTION AGREEMENT
AGREEMENT made January 28, 2004, by and among ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, c/o Amplidyne,
Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, "Bains"), Phoenix Capital Holdings, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Phoenix"), and Amplidyne, Inc., ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇(▇▇ to Paragraph 2):
Whereas Bains owns 2,272,985 shares of the Common Stock (the "Shares") of
Amplidyne, Inc., a Delaware corporation (the "Company"); and
Whereas Phoenix and the Company are parties to a subscription agreement dated
January 28, 2004 (the "Subbscription Agreement"), by which the Company agreed to
use its best efforts to cause its shareholders to approve an increase in the
Company's authorized but unissued common shares to at least 70,675,000 shares no
later than March 1, 2004; and
Whereas in order to induce Phoenix to enter into the Subscription Agreement,
▇▇▇▇ has agreed to use his best efforts to cause the Company to perform its
obligations under the Subscription Agreement, and has agreed to maintain his
equity interest in the Company and to restrict his rights to sell, transfer or
encumber his Shares;
Now, therefore, in consideration of the promises and of the mutual covenants and
undertakings of the parties, the parties do hereby agree as follows:
1. In order to induce Phoenix to enter into and carry out the terms of the
Subscription Agreement, Bains hereby agrees to use his best efforts to cause the
Company to perform its obligations under Section 1. b of the Subscription
Agreement, and to maintain his equity interest in the Company.
2. Bains agrees, for a period of eighteen months from the date hereof, that
he shall not sell, give, transfer, assign or otherwise dispose of all, or any
portion, of his Shares, whether now owned or hereafter acquired, except upon the
advance written permission of Phoenix. Bains further agrees not to pledge,
hypothecate or otherwise secure any type of debt or obligation with all, or any
portion, of his Shares, whether such debt is incurred voluntarily or
involuntarily except upon the advance written permission of Phoenix. Any
attempted transfer or encumbrance by Bains of the Shares he owns (or hereafter
acquires) which is not in compliance with the terms of this Agreement shall be
void and shall not be reflected on the stock records of the Company. The
restrictions in this paragraph 2 will expire prior to eighteen months from the
date hereof upon a merger in which the Company is not the survivor, or upon the
sale of all or substantially all of the assets of the Company.
4. For the lesser of eighteen months from the date hereof or until such time
as the shareholders of the Company approve an increase in the Company's
authorized but unissued common shares to at least 70,675,000 shares, Bains
hereby grants to Phoenix an irrevocable proxy, which proxy is coupled with an
interest, to vote the Shares at any meeting of the Company's shareholders and at
any adjournment thereof, and to grant or withhold consent, and otherwise to act
as his proxy or representative in respect to any and all Shares now held or
which may hereafter
3
be acquired by Bains and for that purpose to sign and execute in Bains' name and
on his behalf any proxies or other instruments
5. Any notice required or permitted to be given under this Agreement will be
effective if it is in writing and sent by certified or registered mail, return
receipt requested or by recognized overnight courier, to the appropriate party
at the address set forth above and with the appropriate postage or delivery
charges paid. Any party may change its address for receipt of notice by notice
to the others in accordance with this paragraph. Notices are deemed given three
(3) business days following the date of mailing or one (1) business day
following delivery to a recognized overnight courier; the date of notice is the
date of mailing.
6. This Agreement may be executed simultaneously in one or more counterparts,
each one of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
7. This Agreement shall be deemed to be made in the State of New Jersey and
shall be governed by the laws thereof.
8. This Agreement shall be binding and conclusive upon and inure to the
benefit of the respective parties and their successors, heirs, assigns,
executors, administrators, and legal representatives.
9. This Agreement shall not be modified unless in writing and signed by all
of the parties hereto in the same manner as this Agreement is executed.
10. This Agreement supersedes all agreements previously made between the
parties hereto relating to its subject matter. There are no other understandings
or agreements between them
11. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a
waiver of that or any other right, unless otherwise expressly provided herein.
IN WITNESS WHEREOF the parties have executed this Agreement the day and year
first above written.
Phoenix Capital Holdings
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Amplidyne, Inc. (as to its obligations in Paragraph 2)
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇
President