EXHIBIT 10.15
LOCKUP AGREEMENT
THIS AGREEMENT (the "Agreement"), entered into this 21st day of
December 2001, is by and between PayStar Corporation, a Nevada corporation
(the "Company"), and XSource Corporation, a Delaware corporation (the
"Shareholder").
RECITALS:
WHEREAS, the Shareholder is a holder of common stock of the Company
received pursuant to an Acquisition Agreement of even date herewith by,
between, and among the parties hereto and others (the "Acquisition
Agreement");
WHEREAS, the Company is proposing to file a registration statement
which would include, among others, the shares of common stock of the
Company owned by the Shareholder and others;
WHEREAS, to assist the Company in maintaining an orderly market for
its shares, the Shareholder is willing to lock-up a percentage of its
shares, subject to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual terms and conditions of
this Agreement, the parties hereto agree as follows:
1. Lockup of Shares. This Agreement shall pertain only to the
shares of common stock issued by the Parent Company to the Shareholder
pursuant to the terms of the Acquisition Agreement (hereinafter referred to
as the "Shares"). For a period of two years from the effective date of the
proposed registration statement to be filed by the Company with the
Securities and Exchange Commission (the "SEC") to offer and sell shares of
the Company's common stock, including the Shares, the Shareholder agrees
that it will not publicly sell more than 1,319,445 of the Shares during any
ninety (90) day period following the original effective date of such
registration statement.
2. Term. The term of this Agreement shall commence on the date
first written above and shall terminate on the date two years from the
original effective date of such registration statement or on December 15,
2002, if no such registration statement shall have been declared effective
by the SEC on or before such date.
3. Assignment, Etc. of Shares. During the term of this Agreement
the Shareholder shall not sell, assign, pledge, hypothicate, or transfer
any of the Shares unless the party purchasing, receiving, or obtaining an
interest in such Shares agrees in writing to be bound by the terms of this
Agreement. The number of Shares publicly sold by the Shareholder, together
with any of the Shares publicly sold by a person receiving any of the
Shares pursuant to this paragraph shall not in the aggregate exceed the
number of Shares permitted to be sold under Paragraph 1 above.
4. Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's
fee, which may arise or accrue from enforcing this Agreement, or in
pursuing any remedy provided hereunder or by statute.
5. Governing Law. This Agreement and the rights and duties of the
parties hereto shall be construed and determined in accordance with the
laws of the State of California, and any and all actions to enforce the
provisions of this Agreement, shall be brought in a court of competent
jurisdiction in the State of California and in no other place.
6. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
7. Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder
of this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition, or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
8. Interpretation of Agreement. This Agreement shall be interpreted
and construed as if equally drafted by all parties hereto.
9. Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated, or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
10. Full Knowledge. By their signatures, the parties acknowledge
that they have carefully read and fully understand the terms and conditions
of this Agreement, that each party has had the benefit of counsel, or has
been advised to obtain counsel, and that each party has freely agreed to be
bound by the terms and conditions of this Agreement.
11. Headings. The descriptive headings of the various paragraphs or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
12. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument. Delivery of an executed counterpart of this
Agreement by facsimile shall be equally as effective as
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delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by facsimile also shall
deliver a manually executed counterpart of this Agreement, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
THE COMPANY: PayStar Corporation
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Chairman
THE SHAREHOLDER: XSource Corporation
By /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, CEO
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