EXHIBIT 3
CONFIDENTIAL LOCK-UP AGREEMENT
FEBRUARY 26, 2004
Continental Southern Resources, Inc.
000 Xxxxxxxxxxxx Xxxx.
Xxxxx 000X
Xxxx Xxxxxx, XX 00000
Attention: Board of Directors
Gentlemen:
Continental Southern Resources, Inc., a Nevada corporation (the
"Parent"), CSOR Acquisition Corp., a Delaware corporation and subsidiary of the
Parent ("Merger Sub"), NSNV, Inc., a Texas corporation (the "Company"), have
entered into the Agreement and Plan of Merger (the "Merger Agreement") dated as
of February 26, 2004, which provides, among other things, that the Company will
merge with and into the Merger Sub (the "Merger") upon the terms and subject to
the conditions set forth in the Merger Agreement (capitalized terms not defined
in this Certificate shall have the meanings ascribed to them in the Merger
Agreement).
The undersigned understands and acknowledges that immediately before or
contemporaneously with the Closing of the Merger Agreement, Parent will close a
private placement of shares of its common stock with gross proceeds of at least
$45,000,000 and that in order to complete the private placement, the Company's
placement agent has requested that certain holders of shares of Company common
stock agree not to sell, transfer or otherwise dispose of their shares for a
certain period of time, as more fully described below. The undersigned
acknowledges that completion of the private placement will be of material
benefit to the Parent and to the undersigned as a beneficial owner of the
Parent's common stock.
In addition, under the terms of the Merger Agreement, the undersigned
is required to execute and deliver this Lock-Up Agreement as a condition to
Parent's closing of the transactions contemplated by the Merger Agreement,
including the Merger.
In order to facilitate both the Merger and the private placement
described above, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees to
the restrictions set forth below with respect to 6,093,750 shares (the "Shares")
of Company common stock of which the undersigned is the sole record and
beneficial owner.
Commencing upon the closing (the "Closing") of the Merger Agreement and
terminating on the date one (1) year from the Closing, the undersigned will not,
without the prior written approval of the Company, directly or indirectly (i)
sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or
otherwise transfer or dispose of, or offer or contract to do any of the forgoing
with respect to (A) any of the Shares, (B) any securities convertible into or
exchangeable or exercisable for Company common stock, or (C) any interest in
(including any option to buy or sell) any of the Shares or securities
convertible into or exchangeable or exercisable for Company common stock, in
whole or in part; or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of any of the Shares, whether any of the transactions described in
clause (A), (B) or (C) above is to be settled by delivery of Shares, in cash or
otherwise (any such transaction, whether or not for consideration, shall be
referred to as a "Transaction"); provided, however, that this "Lock-Up
Agreement" shall not restrict any transfer of any Shares or securities
convertible into or exchangeable or exercisable for Company common stock in a
privately negotiated transaction that is not executed on the OTCBB or any other
market or exchange on which the Company's common stock is then traded, to the
Company or any of its subsidiaries or to any of the undersigned's Related
Persons (as defined below) who agree in writing to be bound by the provisions of
this Lock-Up Agreement. The undersigned acknowledges and understands that the
Company's prior approval may require the concurrence of the Company's placement
agent and the investors in the private placement.
As used in this Lock-Up Agreement, "Related Persons" means: (a) if the
undersigned is a natural person, (i) any Immediate Family Member of the
undersigned, (ii) any Estate of the undersigned or of any Immediate Family
Member of the undersigned, (iii) the trustee of any inter vivos or testamentary
trust of which all the beneficiaries are Immediate Family Members of the
undersigned, and (iv) any Entity the entire equity interest in which is owned by
any one or more of the undersigned and Immediate Family Members of the
undersigned; and (b) if the undersigned is an Entity, Estate or trust, (i) any
Person who owns an equity interest in the undersigned on the date hereof, (ii)
any Person who would be a Related Person under clause (a) of this definition of
a natural person who is an ultimate beneficial owner of the undersigned, or
(iii) any other Entity the entire equity interest in which is owned by any one
or more of the undersigned and Immediate Family Members of the undersigned.
As used in this Lock-Up Agreement; (A) "Estate" means, as to any
natural person who has died or been adjudicated mentally incompetent by a court
of competent jurisdiction, (i) that person's estate or (ii) the administrator,
conservator, executor, guardian or representative of that person's estate; (B)
"Immediate Family Member" means, (i) if the undersigned is a natural person, any
child or grandchild (by blood or legal adoption) or spouse of the undersigned at
that time, or any child of the undersigned's spouse; and (ii) if the undersigned
is an Entity which has as an ultimate beneficial owner one or more natural
persons, any child or grandchild (by blood or legal adoption) or spouse at that
time (if not then an ultimate beneficial owner of the Entity), or any child of
the spouse, of the ultimate beneficial owner or owners of the Entity; (C)
"Entity" means any sole proprietorship, corporation, partnership of any kind
having a separate legal status, limited liability company, business trust,
unincorporated organization or association, mutual company, joint stock company
or joint venture; (D) "Person" means any natural person, Entity, estate, trust,
union or employee organization or Governmental Authority; and (E) "Governmental
Authority" means any national, state, county, municipal or other government,
domestic or foreign, or any agency, board, bureau, commission, court, department
or other instrumentality of any such government.
The undersigned understands that the Company will take such steps as
may be necessary to enforce the foregoing provisions and restrict the sale or
transfer of the Shares as provided herein including, but not limited to,
notifying its transfer agent to place stop transfer instructions
reflecting the foregoing restrictions on the Company's stock transfer records,
and the undersigned hereby agrees to and authorize any such actions and
acknowledge that the Company is relying upon this Lock-Up Agreement in taking
any such actions.
The undersigned understands that certain of the information contained
herein may be regarded as material non-public information under Regulation FD
under the Securities Exchange Act of 1934, as amended, the improper use of which
would violate applicable United States securities laws. Accordingly, the
undersigned will not publish, disclose or disseminate the existence or contents
of this Lock-Up Agreement to any Person, and will maintain the confidentiality
of the existence and contents of this Lock-Up Agreement. The undersigned further
understand that United States securities laws provide for severe civil and
criminal penalties for those persons trading securities while in possession of
material non-public information.
This Lock-Up Agreement shall become effective upon the Closing.
The terms and conditions of this Lock-Up Agreement shall inure to the
benefit of and be binding upon the respective successors, assigns, heirs and
personal representative of the undersigned.
The undersigned represents that its signatory hereto has the full power
and authority to execute and deliver this Lock-Up Agreement on its behalf.
This Lock-Up Agreement may be executed and delivered via facsimile
Intending to be legally bound hereby, the undersigned has executed this
Lock-Up Agreement on and as of the date set forth above.
Very truly yours,
By: *
--------------------------------
*A form of this Agreement was
executed by each of Xxxxxxx X.
Xxxxxxxx and Xxxx X. Xxxxx
Address: __________________________
__________________________
__________________________
