Redemption and Repurchase Agreement (executed August 25, 2022) (and Associated Promissory Note) between Tradition Transportation Group, Inc., its shareholders, and Bulwark Capital, L.L.C., and Robin C. Montel

Exhibit 10.2

Redemption and Repurchase Agreement

THIS REDEMPTION AND REPURCHASE AGREEMENT (“Agreement”) is made and entered into on this 25th day of August, 2022 (“Effective Date”) by and among Tradition Transportation Group, Inc., an Indiana corporation (“TTG”), Bulwark Capital, L.L.C., an Indiana limited liability company (“Bulwark”); Timothy E. Evans (“T. Evans”), James L. Evans (“J. Evans”), and Joseph M. Davis (“J. Davis”) (T. Evans, J. Evans and J. Davis are collectively, the “Remaining Shareholders”, and collectively with Bulwark, the “Shareholders”); and, Robin C. Montel (“Thornburgh”). Collectively, TTG, the Shareholders and Thornburgh will be referred to as the “Parties” and individually as a “Party”.

WHEREAS, TTG has issued and outstanding Seven Hundred Forty-Five Thousand One Hundred Ninety Six (745,196) shares of common stock, no par value;

WHEREAS, Bulwark is the record owner of Two Hundred Six Thousand (206,000) shares of common stock, no par value per share of TTG;

WHEREAS, T.Evans is the record owner of Two Hundred Seventy Thousand and one (270,001) shares of common stock, no par value per share of TTG, J.Evans is the record owner of Two Hundred Twenty-Four Thousand (224,000) shares of common stock, no par value per share of TTG, and J.Davis is the record owner of Forty-Five Thousand One Hundred and Ninety Five (45,195) shares of common stock, no par value per share of TTG;

WHEREAS, TTG desires to redeem, and Bulwark desires to sell, One Hundred Three Thousand (103,000) shares of common stock owned by Bulwark;

WHEREAS, Bulwark desires for TTG to pay the Purchase Price directly to Thornburgh in full and final satisfaction of certain obligations of the sole member of Bulwark to Thornburgh; and

WHEREAS, TTG desires to grant to Bulwark, a Repurchase Right with respect to the Redeemed Shares on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises, the agreements, representations, warranties, covenants, and obligations contained in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows, to wit:

3.             Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall, subject to the conditions hereof, take place virtually using email or any mutually acceptable cloud-based electronic collaboration service, simultaneous with the execution of this Agreement by the Parties and satisfaction of the Closing deliveries pursuant to Section 4 hereof.

5.              Consent of Remaining Shareholders. The Remaining Shareholders do hereby consent to the sale and redemption of the Redeemed Shares and the grant of the Repurchase Right to Bulwark. The Remaining Shareholders hereby agree to cooperate with Bulwark and to cause TTG to execute and to enter into any other such agreements or to perform any such acts as may be reasonably necessary for TTG to perform its obligations set forth herein.

6.              Representations and Warranties of Bulwark. Bulwark represents and warrants to TTG, the Remaining Shareholders and Thornburgh as set forth below.

7.              Representations and Warranties of TTG. TTG represents and warrants to the Remaining Shareholders, Bulwark and Thornburgh as set forth below.

8.              Representations and Warranties of the Remaining Shareholders. The Remaining Shareholders represent and warrant to TTG, Bulwark and Thornburgh as set forth below.

9.              Representations and Warranties of Thornburgh. Thornburgh represents and warrants to TTG, the Remaining Shareholders and Bulwark as set forth below.

10.            Release by Thornburgh. Thornburgh hereby releases and forever discharges TTG, its successors, assigns, agents, employees, officers, directors and representatives from any and all claims, demands, actions and causes of action of any kind or character, known or unknown, suspected or unsuspected, whether having arisen or hereafter to arise which Thornburgh ever had, now has, or claims to have, or hereafter may for any reason have, against TTG arising out of the transactions contemplated by this Agreement except for claims Thornburgh may have against TTG respecting breaches of this Agreement. Thornburgh acknowledges and agrees that the payment of the Cash Consideration and the delivery of the Redemption Note satisfy the obligations of the sole member of Bulwark to Thornburgh and that Thornburgh shall have no claim to the assets of TTG or any equity interest in TTG.

11.            Conditions Precedent to the Obligations of TTG and the Remaining Shareholders. The obligation of TTG and the Remaining Shareholders to consummate any of the transactions contemplated herein are subject to the fulfillment or waiver by TTG of each of the following conditions:

12.            Conditions Precedent to the Obligations of Bulwark. The obligations of Bulwark to consummate the transactions contemplated herein are subject to the fulfillment or waiver by Bulwark of each of the following conditions:

13.           Conditions Precedent to the Obligations of Thornburgh. The obligations of Thornburgh to consummate the transactions contemplated herein are subject to the fulfillment or waiver by Thornburgh of each of the following conditions:

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[Signature Page to Redemption and Repurchase Agreement]

Exhibit A

to

Redemption and Repurchase Agreement

PROMISSORY NOTE

Tradition Transportation Group, Inc., an Indiana corporation (the “Maker”) promises to pay to the order of Robin C. Montel, an individual residing in the State of Indiana (“Lender”) at the Lender’s residence at 3245 N Pennsylvania St., Indianapolis, Indiana 46205, the principal sum of Two Million Fifty Thousand and 00/100 Dollars ($2,050,000.00) as herein provided.

This Note is entered into in connection with that certain Redemption and Repurchase Agreement to be entered and to by and among Tradition Transportation Group, Inc., Bulwark Capital, L.L.C., Timothy E. Evans, James L. Evans, Joseph M. Davis, and Robin C. Montel (the “Redemption Agreement”).

The principal of the Loan shall be paid in monthly installments in the amount of $34,166.67. The first payment shall be due on February 1, 2023 and all subsequent payments shall be due on the 15^th day of each calendar month until January 15, 2028 (such date hereinafter referred to as “Maturity Date”), on which date the entire unpaid principal balance of this Note shall be due and payable in full. Principal may be prepaid without penalty or premium in whole or in part at any time or from time to time; provided, however, that upon an Event of Default (as hereinafter defined) occurring hereunder, the Lender reserves the right to apply payments among principal, late fees, and collection costs as it shall determine in its sole discretion.

This Note shall not bear interest.

The following shall constitute “Events of Default” for purposes of this Note:

Upon the occurrence of a Bankruptcy Default as described above, the outstanding principal balance of this Note shall become immediately due and payable, all without notice of any kind. Upon the occurrence of any other event set forth above or upon the occurrence of a “Change in Control” or the completion of a “Capital Raise,” the Lender may, in its sole discretion, declare all amounts outstanding under this Note immediately due and payable in full.

For purposes hereof, the terms “Change in Control” and “Capital Raise” shall be defined as follows:

(i)   “Change in Control” means (1) a sale of all or substantially all of the Maker’s assets outside of the ordinary course of business, (2) a merger, consolidation or other capital reorganization or business combination transaction of the Maker with or into another corporation, limited liability company or other entity, or (3) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who did not before such transaction, or series of transactions, own more than 50% of the Maker’s then outstanding voting securities becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% Maker’s then outstanding voting securities.

(ii)   “Capital Raise” means the issuance by the Maker, in a private or public offering, of common shares, preferred shares or other equity securities (including securities convertible into equity securities) pursuant to which the Maker raises additional capital in one or more tranches, of at least One Million Dollars ($1,000,000).

The Lender shall have and may exercise, successively or concurrently, any and all rights and remedies available hereunder or existing at law or in equity or under any loan document executed pursuant hereto, including without limitation the right to set off and apply any indebtedness from the Lender to the Maker toward payment of the Note and any other obligations of the Maker to the Lender.

No delay or omission of the Lender to exercise any right or power hereunder shall impair such right or power or be construed as a waiver of any default or as acquiescence therein; and any single or partial exercise of any such right or power shall not preclude other or further exercise thereof or the exercise of any other right or power, and no waiver shall be valid unless in writing signed by the Lender, and then only to the extent specifically set forth in such writing.

Lender and Maker each agree that this Note is and shall be subordinated in right of payment to all “Secured Debt” of Maker or any subsidiary of Maker (each, a "Subsidiary" and collectively, the “Subsidiaries”), whether now or hereafter existing and, whether for principal, interest, fees, premiums, expenses or otherwise (the "Obligations"). For the purposes of this Note, "Secured Debt" shall mean all indebtedness of the Maker or any Subsidiary for which the Maker or any Subsidiary has granted to the lender (the “Secured Lender”) a security interest, pledge, encumbrance or other lien in collateral, whether personal or real.

In the event that any Secured Lender has delivered written notice to the Maker that an Event of Default has occurred, then no payment shall be made by or on behalf of the Maker for or on account of this Note (such missed payment, a “Subordinated Payment”) or any other indebtedness of the Maker being subordinated to payment of this Note, and the Lender shall not take or receive from the Maker, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the amount due on this Note, unless and until such default has been cured or waived.

The Lender hereby agrees to enter into any inter-creditor and/or subordination agreement among the Lender, the Maker and any present or future Secured Lender, promptly upon the Maker’s request, and if the Lender fails to do so, the Lender hereby appoints Bulwark Capital, L.L.C. through its presiding member, as Lender’s attorney-in-fact, coupled with an interest, to execute and deliver such agreement for and on behalf of the Lender, which agreement shall be a valid, legal and binding obligation of the Lender.

THE LENDER AND THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE OR CLAIM, WHETHER BASED UPON CONTRACT OR ALLEGED WRONGFUL ACT OR OMISSION, WHICH DISPUTE OR CLAIM ARISES OUT OF, OR IS INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE MAKER AND THE LENDER BY THIS OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE LENDER TO ENTER INTO THIS NOTE.

The obligations of the Maker under this Note are unsecured.

Except with respect to a Subordinated Payment, for which no late payment fee may be assessed by Lender, if any installment of principal due under the terms of this Note prior to maturity is not paid in full when due, then the Lender at its option and without prior notice to the Maker, may assess a late payment fee in an amount equal to ten percent (10%) of the amount past due. Each late payment fee assessed shall be due and payable on the earlier of the due date of the next regularly scheduled payment of principal, or the maturity of this Note. Waiver by the Lender of any late payment fee assessed, or the failure of the Lender in any instance to assess a late payment fee shall not be construed as a waiver by the Lender of its right to assess late payment fees thereafter.

The Maker and any endorsers severally waive demand, presentment for payment and notice of nonpayment of this Note, and each of them consents to any renewals or extensions of the time of payment of this Note without notice.

All amounts payable under the terms of this Note shall be payable with expenses of collection, including attorneys' fees, and without relief from valuation and appraisement laws.

This Note is made under and will be governed in all cases by the substantive laws of the State of Indiana, notwithstanding the fact that Indiana conflicts of law rules might otherwise require the substantive rules of law of another jurisdiction to apply.