LOCK-UP AGREEMENT
This Lock-Up Agreement (the "Agreement") is entered into on February ,
1999 by and among CONTINENTAL CHOICE CARE, INC., a New Jersey corporation
("CCCI") whose principal place of business is located at 00-X Xxxxxxxx Xxxx,
Xxxxxxx Xxxx, Xxx Xxxxxx 00000, the TelaLink Common Holders, the TelaLink
Preferred Holders, and the LoanCo Holders, each as defined below.
Reference is made to an Agreement and Plan of Merger dated as of February
5, 1999 (the "Merger Agreement"), among CCCI, TNL Acquisition, Inc., a Delaware
corporation to be formed as a wholly owned subsidiary of CCCI ("Newco"), and
TelaLink Network, Ltd., a Delaware corporation ("TelaLink"), and to a Stock
Purchase Agreement by and between CCCI and the Shareholders of the common stock
of TelaLink Acquisitions Corp., a Delaware corporation ("LoanCo").
Pursuant to the terms and conditions of the Merger Agreement, upon the
acceptance by the appropriate state authorities of the Certificates of Merger as
filed with such authorities (the "Effective Date"), (i) TelaLink shall be merged
with and into Newco, (ii) the separate corporate existence of TelaLink shall
cease and Newco shall survive the Merger (the "Merger"), (iii) each holder of
shares of issued and outstanding TelaLink Common Stock ("TelaLink Common
Holder") shall become entitled to receive shares of CCCI Common Stock (the
"Shares"), and (iv) each holder of shares of issued and outstanding TelaLink
Series A Preferred Stock ("TelaLink Preferred Holder") shall become entitled to
receive Shares, each in accordance with terms of the Merger Agreement. After the
Effective Date, the Board of Directors of CCCI shall consist of seven directors,
three of whom shall be nominated by TelaLink.
Pursuant to the terms of the Stock Purchase Agreement, concurrent with the
closing of the Merger, CCCI shall have, in consideration of the payment of an
aggregate of 150,000 of the Shares, purchased all of the outstanding common
stock of LoanCo from each holder of shares of issued and outstanding LoanCo
common stock ("LoanCo Common Holder"). The TelaLink Common Holders, TelaLink
Preferred Holders and LoanCo Common Holders are collectively referred to herein
as the "Holders" and individually as a "Holder."
In order to induce CCCI to consummate the transactions contemplated by the
Merger Agreement, the undersigned, intending to be legally bound, hereby agree
as follows:
1. During the eighteen (18) month period commencing on the Effective Date
(the "Lock-Up Period") each of the TelaLink Common Holders and LoanCo Common
Holders will not, directly or indirectly, offer to sell, sell, grant any option
for the sale of, or otherwise dispose of or transfer (collectively "Transfer")
any Shares received in connection with the Merger Agreement and Stock Purchase
Agreement, respectively, without the prior written consent of CCCI.
2. During the twelve (12) month period commencing on the Effective Date,
each TelaLink Preferred Holder will not, directly or indirectly transfer any
Shares received in connection with the Merger Agreement without the prior
written consent of CCCI.
3. Notwithstanding paragraph one, each TelaLink Common Holder may request
the early release, during the Lock-Up Period provided twelve (12) months thereof
shall have elapsed, of some or all of the Shares owned by such TelaLink Common
Holders by submitting a written request to a committee (the "Committee") of
three members, consisting of CCCI, Techtron, Inc., and Xxxxx X. XxXxxx, as
Attorney-in-Fact for the TelaLink Common Holders. Such request shall set forth
the number of Shares sought to be released from the resale restrictions and the
reasons for such request. The Committee shall in its reasonable discretion
unanimously determine whether or not and to what extent Shares may be released
from the provisions of this Agreement. The Committee shall act by the vote of
its members at a meeting in person or be conference telephone or by the written
consent of a majority of its members at a meeting in person or by conference
telephone or by the written consent of a majority of its members. The President
or Treasurer of the respective corporate members shall be authorized to vote or
consent on behalf of such member. The Committee's decision shall be in writing
and may include such conditions as the Committee may determine as being
necessary under the circumstances. No decision by the Committee to release
Shares at any time or under certain circumstances shall act as a precedent for
subsequent decisions of the Committee.
4. Each Holder acknowledges that any Transfer of any Shares in violation
of this Agreement will be null and void and no such Transfer shall be recognized
by CCCI or its transfer agent. Each Holder acknowledges that it is impossible to
measure the damages that will accrue to CCCI by reason of a failure of the
undersigned to comply with the provisions of this Agreement. Therefore, if CCCI
shall institute any action or proceeding to enforce the provisions hereof, the
undersigned agrees that CCCI shall be entitled to injunctive relief, and the
undersigned waives, and shall not allege, any claim or defense to such action or
proceeding, including, without limitation, any claim or defense that the
undersigned has an adequate remedy at law.
5. Each TelaLink Common Holder, TelaLink Preferred Holder, and LoanCo
Holder acknowledges that each certificate representing the Shares issued
pursuant to the Merger Agreement and received pursuant to the Stock Purchase
Agreement will bear a legend indicating that the transferability of the Shares
is restricted pursuant to the terms of this Agreement.
6. This agreement shall not prohibit any Holder from privately
transferring Shares to any Affiliate (as defined below) of the undersigned,
provided that such transferee agrees in writing to the terms of this Agreement.
As used herein, the term "Affiliate" shall mean any person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with a specified person, and, with respect to an
individual, shall include such person's immediate family or a trust for the
benefit thereof.
7. Each TelaLink Common Holder and LoanCo Holder hereby irrevocably
appoints Xxxxx X. XxXxxx as their true and lawful attorney in fact, to act in
the name, place and stead of
the undersigned, for the purposes of complying with
paragraph 3 of this Agreement for the term of this Agreement.
8. This Agreement shall be binding upon and inure to the benefit of the
heirs, successors and permitted assigns of the respective parties hereto and
shall be construed in accordance with the laws of the State of New Jersey
without regard to its conflict of law principles and the rights and remedies of
the parties shall be determined in accordance with such laws.
IN WITNESS WHEREOF, the signatories below have executed this Agreement as
of the date first above written.
TELALINK NETWORK, LTD. COMMON STOCK HOLDERS
NAME SIGNATURE
Benchmark Equity Group, Inc.
By___________________
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Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxxxxxxxx Xxxxx
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Xxxxx X. XxXxxx
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TELALINK NETWORK, LTD. PREFERRED HOLDERS
NAME SIGNATURE
Telalink Acquisitions Corp.
By __________________________
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The Xxxxxx Group, Inc.
By __________________________ ______________________________________
Naif Bandar Xxxxx Xx-Xxxxxxx ______________________________________
H.R.H. Prince Saud Naif Abdulaziz Al Saud
______________________________________
Xxxxxxxx X. El-Xxxx ______________________________________
Xxxxxxxx X. Xx-Xxxxxx ______________________________________
TELALINK ACQUISITIONS, CORP. COMMON STOCK HOLDERS
NAME SIGNATURE
Xxxxx X. XxXxxx
______________________________________
Xxxxxxxxxxx Xxxxx
______________________________________
Trident III, L.L.C.
By __________________________ ______________________________________
CONTINENTAL CHOICE CARE, INC.
By:
_____________________________
Xxxxxx X. Xxxxx, President
FOR PURPOSES OF SECTION 3 OF THIS AGREEMENT ONLY:
TECHTRON, INC.
By: ____________________________
Name: ____________________
Title: ___________________
