LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), was entered into on
May___, 2000, between XxxxxxXX.xxx, Inc. ("Issuer"), whose principal place of
business is located in Chamblee, Georgia, and Marandar Marketing, Inc., Xxxxx X.
Xxxxxxxx, Xxxxxxx Xxx Xxxxxxxx, Xxxx X. Xxxxxxx (together, the "Security
Holders".)
A. The Issuer has filed an application with the Securities Administrators
of the States shown on the attached Form CER-1 ("Administrators") to
register certain of its Equity Securities for sale to public investors
who are residents of those states ("Registration");
B. The Security Holders are or may become 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 Holders
("Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, the Security Holders agree 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 Holders 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.
III. 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.
Exhibit 99.3
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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.
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 Holders (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.
IV. 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;
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.
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IN WITNESS WHEREOF, the Signatories have executed this Agreement.
XxxxxxXX.xxx, Inc. Marandar Marketing, Inc.
By ______________ By ______________
---------------- ------------------- ------------------
Xxxxx X. Xxxxxxxx Xxxxxxx Xxx Xxxx X. Xxxxxxx
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