Exhibit 10.2
STOCK PURCHASE AGREEMENT
(Standard Form)
This Stock Purchase Agreement (this "Agreement") is made as of January 9, 2003,
by and between Spring Hill Camps ("Seller"), and Bonanza Master Fund.
In
addition, AirNet Systems, Inc., an Ohio corporation (the "Company") is a party
to this Agreement for the limited purpose of being subject and bound by the
provisions of Section 7 below and Exhibit III attached hereto.
RECITALS:
WHEREAS, Seller desires to sell (the "Offering"), on or before January 9, 2003,
up to an aggregate of 256,800 shares (the "Offered Shares") of the common
shares, par value $0.01 per share (the "Common Stock"), of the Company, in one
or more blocks of stock; and
WHEREAS, Buyer desires to purchase from Seller, 40,000 of the Offered Shares
(the "Purchased Shares") on the terms and conditions set forth below;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, BUYER AGREES TO PURCHASE FROM SELLER, AND SELLER AGREES TO SELL TO
BUYER, THE PURCHASED SHARES, WITH SUCH PURCHASED SHARES BEING SOLD BY SELLER TO
BUYER FREE AND CLEAR OF ALL CLAIMS, LIENS, OR ENCUMBRANCES OF ANY KIND, EXCEPT
AS DESCRIBED IN SECTION 5 BELOW.
2.
THE PURCHASE PRICE FOR THE PURCHASED
SHARES SHALL BE $4.25 PER SHARE ($170,000 IN THE AGGREGATE (THE "PURCHASE
PRICE")).
STONEGATE SECURITIES, INC. A TEXAS CORPORATION ("STONEGATE"), IS
ACTING AS SELLING AGENT FOR SELLER IN CONNECTION WITH THE OFFER AND SALE OF THE
OFFERED SHARES.
STONEGATE HAS ESTABLISHED AN ESCROW ARRANGEMENT WITH BANK OF
TEXAS, NA ("ESCROW AGENT"), PURSUANT TO AN ESCROW AGREEMENT, IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT I (THE "ESCROW AGREEMENT").
SIMULTANEOUSLY
WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT: (I) BUYER, STONEGATE AND
ESCROW AGENT SHALL EACH EXECUTE AND DELIVER TO EACH OTHER THE ESCROW AGREEMENT;
AND (II) BUYER SHALL DELIVER TO STONEGATE AN EXECUTED COPY OF THE SELLING
STOCKHOLDER QUESTIONNAIRE, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT II
(COLLECTIVELY, THE "BUYER ITEMS").
UPON RECEIPT OF SATISFACTORY EVIDENCE THAT A
CERTIFICATE FOR THE PURCHASED SHARES HAS BEEN ISSUED TO BUYER (WHICH EVIDENCE
MAY CONSIST OF A FACSIMILE TRANSMISSION OF A COPY OF SUCH CERTIFICATE), BUYER
SHALL WIRE TRANSFER THE PURCHASE PRICE TO ESCROW AGENT AT THE ACCOUNT SPECIFIED
IN WRITING BY ESCROW AGENT.
In connection with the sale of the Purchased Shares to Buyer (including Escrow
Agent's receipt of the Buyer Items), Seller shall deliver certificates
representing the Purchased Shares (duly endorsed for transfer with Medallion
signature guarantees) to the Company's transfer agent, together with an
instruction letter which instructs the transfer agent to deliver the Purchased
Shares to Buyer, and Seller shall deliver a copy of such instruction letter to
Buyer.
The transfer agent shall cause such transfer to occur and will inform
Stonegate in writing that a certificate for the Purchased Shares has been
delivered to Buyer, and upon written notice from Buyer that it has received such
certificate, Stonegate shall inform Escrow Agent in writing of
such occurrence and Escrow Agent