LOCK-UP/LEAK-OUT AGREEMENT
THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement" is made and
entered into as of the 11th day of October, 2001, respecting the Plan of
Reorganization and Stock Exchange Agreement between Unistone, Inc., a Delaware
corporation ("Unistone"); ▇▇▇▇▇▇ Services, Inc., a Utah corporation and the
principal stockholder of Unistone ("▇▇▇▇▇▇ Services"); Corporate Capital
Management, LLC, a Minnesota limited liability ("CCM"); Cash Systems, Inc., a
Minnesota corporation ("Cash Systems"); and the Cash Systems common
stockholders, stock option holders, warrant holders and convertible note
holders (respectively, the "Cash Systems Founding Stockholders," the "Cash
Systems Stock Option Holders," the "Cash Systems Warrant Holders" and the
"Cash Systems Note Holders"), by and among Unistone and the persons and
entities listed in Exhibit A attached hereto and incorporated herein by
reference (sometimes collectively referred to herein as the "Shareholders" and
each, a "Shareholder," or by the reference opposite their respective names),
as the record or beneficial Shareholders of certain shares of common stock,
$.001 par value per share (the "Common Stock"), of Unistone.
RECITALS:
WHEREAS, Unistone, CCM and ▇▇▇▇▇▇ Services, are or will be parties
to that certain Plan of Reorganization and Stock Exchange Agreement (the
"Reorganization Agreement") dated or to be dated in October, 2001, pursuant to
which the Reorganization (as defined in the Reorganization Agreement) will be
consummated, a copy of which is annexed hereto and incorporated herein by this
reference; and
WHEREAS, following the closing of the Reorganization Agreement,
each Shareholder will be the beneficial owner of the shares of Common Stock of
Unistone listed in Exhibit A; and
WHEREAS, in order to facilitate the consummation of the
transactions contemplated by the Reorganization Agreement and to provide for
an orderly market for the Common Stock of Unistone subsequent to the
Reorganization contemplated thereby, the undersigned desire to enter into this
Agreement and restrict the sale, assignment, transfer, conveyance,
hypothecation or alienation of the Common Stock, all on the terms set forth
below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Notwithstanding anything contained in this Agreement, a
Shareholder may transfer its shares of Common Stock to its affiliates,
partners in a partnership, subsidiaries and trusts, spouses or lineal
descendants for estate planning purposes provided that the transferee (or the
legal representative of the transferee) executes an agreement to be bound by
all of the terms of this Agreement.
2. Except as otherwise expressly provided herein, and except as
each Shareholder may be otherwise restricted from selling shares of Common
Stock ("Shares"), each Shareholder may only sell Shares subject to the
following conditions in relation to the sale of said Shares prior to, during
and after the effective date of a registration statement (other than in
connection with a merger or employee benefit plans pursuant to Forms S-3 or
S-8) pertaining to Unistone's Common Stock (the "Registration Statement") for
the 18 month period specified herein. The Shares, to the extent deemed
required or necessary for public resale, shall be included in Unistone's
Registration Statement that is to be filed respecting other shares of Common
Stock that will be sold pursuant to Unistone's Confidential Private Offering
Memorandum to be prepared following the Closing of the Reorganization (the
"Memorandum"). The provisions of Section 2 shall be effective until and shall
not terminate for a period of eighteen (18) months from the effective date of
the Reorganization and shall be effective, without limitation, during the
period the Registration Statement is effective, and after the end of said 18
month period, all provisions contained herein shall cease and be of no further
force and effect.
2.1 No Shareholder may sell any Shares except as covered by this
Agreement, unless agreed otherwise in writing by the
parties. For purposes of the restrictions contained in this
paragraph 2, the Shareholders shall collectively be
considered one Shareholder.
2.2 Each Shareholder shall be allowed to sell Shares in blocks
of 10,000 Shares or less per transaction.
2.3 The Shares may only be sold at the "offer" or "ask" price
stated by the relevant market maker. Each Shareholder
agrees that it/he will not sell Shares at the "bid" price.
2.4 After a Shareholder sells 10,000 Shares, such Shareholder
may not sell any other Shares unless the "offer" or "ask "
price of the Common Stock increases by .25 basis points
above such Shareholder's last sale price.
2.5 Notwithstanding the foregoing, if, after a Shareholder sells
10,000 Shares, a market maker in the Common Stock (other
than the market maker involved in the first transaction)
continues to show an "offer" or "ask" price at the same
price as the first 10,000 Share transaction, the Shareholder
may, on one occasion only, sell an additional 10,000 Shares
at that price.
2.6 The Shares may not be sold at a price below $2.00 per share.
2.7 Each Shareholder shall be allowed to sell up to twenty (20%)
percent of its/his Shares held as of the date hereof during
each three month period; provided, however, that in the
event any Shareholder does not sell its/his full 20% during
any three-month period, such Shareholder may sell the
difference between 20% of the Shares held as of the date
hereof and the Shares actually sold during such three-month
period in the next successive three-month period.
2.8 The Shareholders agree that they will not engage in any
short selling of the Shares.
3. If required by the Securities and Exchange Commission, all
of the Shares owned or to be acquired as outlined herein, shall be included in
the Registration Statement for the benefit of the Shareholders, at no cost to
them.
4. Notwithstanding anything to the contrary set forth herein,
Unistone may, at any time and from time to time, waive any of the conditions
or restrictions contained herein to increase the liquidity of the Common Stock
or if such waiver would otherwise be in the best interests of the development
of the trading market for the Common Stock.
5. In the event of a tender offer to purchase all or
substantially all of Unistone's issued and outstanding securities, or a
merger, consolidation or other reorganization with or into an unaffiliated
entity, this Agreement shall terminate and the Shares restricted pursuant
hereto shall be released from such restrictions if the requisite number of the
record and beneficial owners of Unistone's securities then outstanding are
voted in favor of such tender offer, merger, consolidation or reorganization.
6. Except as otherwise provided in this Agreement or any other
agreements between the parties, the Shareholders shall be entitled to their
respective beneficial rights of ownership of the Shares, including the right
to vote the Shares for any and all purposes.
7. The Shares and per share price restrictions covered by this
Agreement shall be appropriately adjusted should Unistone make a dividend or
distribution, undergo a forward split or a reverse split or otherwise
reclassify its shares of Common Stock.
8. No transfer of any of the Shares that are subject to this
Agreement in any transaction other than a "broker's transaction" shall be made
unless the transferee executes and deliver a copy of this Agreement prior to
the transfer of any stock certificate representing any of the Shares so
transferred.
9. This Agreement may be executed in any number of counterparts
with the same force and effect as if all parties had executed the same
document.
10. All notices, instructions or other communications required
or permitted to be given pursuant to this Agreement shall be given in writing
and delivered by certified mail, return receipt requested, overnight delivery
or hand-delivered to all parties to this Agreement at the addresses set forth
above. All notices shall be deemed to be given on the same day if delivered
by hand or on the following business day if sent by overnight delivery or the
second business day following the date of mailing.
11. This Agreement sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof, and may not be
amended except by a written instrument executed by the parties hereto.
12. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts
entered into and to be performed wholly within said State.
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Agreement as of the day and year first above written.
CORPORATE CAPITAL MANAGEMENT LLC
Date: 10-10-2001 By/S/▇▇▇▇ ▇▇▇▇▇▇
Its President
Date: 10-10-2001 /s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Date: 10-10-2001 /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
Date: 10-10-2001 /s/▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ SERVICES, INC.
Date: 10/9/01 By/S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its President
Date: 10/9/01 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Date: 10/09/01 /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date: 10/9/01 /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date: 10/10/01 /S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date: 10-10-01 /s/Claus Voellmecke
Claus Voellmecke
Date:10-10-01 /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Date: 10-9-01 /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: 10-9-01 /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date: 10-10-2001 /s/▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
MARICOPA EQUITY MANAGEMENT CORP.
Date: 10-10-2001 By/s/
Its President
GREAT NORTH CAPITAL CORP.
Date: 10-10-01 By/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
Its President
Date: 10-10-01 /s/▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
TW STRATEGIC CAPITAL
Date: 10-10-2001 By/s/
Its President
EXHIBIT A
Lock-Up/Leak-Out Presently Outstanding Unistone Shares Respecting
Plan of Reorganization and Stock Exchange Agreement (the "Reorganization
Agreement") Between Unistone, Inc., a Delaware corporation ("Unistone");
▇▇▇▇▇▇ Services, Inc., a Utah corporation and the principal stockholder of
Unistone ("▇▇▇▇▇▇ Services"); Corporate Capital Management, LLC, a Minnesota
limited liability ("CCM"); Cash Systems, Inc., a Minnesota corporation ("Cash
Systems"); and the Cash Systems common stockholders, stock option holders,
warrant holders and convertible note holders (respectively, the "Cash Systems
Founding Stockholders," the "Cash Systems Stock Option Holders," the "Cash
Systems Warrant Holders" and the "Cash Systems Note Holders")
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, Esq. 60,750
Corporate Capital 169,894
Management, LLC
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 24,960
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 7,500
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 35,360
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 62,179
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 57,940
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 60,020
▇▇▇▇ ▇▇▇▇▇▇▇ *166,667
▇▇▇ ▇▇▇▇▇▇▇▇▇ 16,422
Maricopa Equity
Management Corp. 160,500
▇▇▇▇ ▇▇▇▇▇▇▇▇ *166,666
Great North
Capital Corp. 169,894
▇▇▇ ▇▇▇▇▇▇ 16,422
▇▇▇▇ ▇▇▇▇▇▇ *166,667
TW Strategic
Capital 169,894
Claus Voellmecke 30,000
Total: 1,541,735
* These shares include an aggregate of 500,000 shares issued by Cash
Systems pursuant to Rule 701 to principals of CCM that were
exchanged under the Reorganization Agreement.
