Exhibit 4(c)
LOCK-UP AGREEMENT FOR BSI2000, INC. SHAREHOLDERS
This Lock-Up Agreement (the "Agreement") is between BSI2000, Inc. ("BSI") and
its Shareholder(s) as listed on Exhibit A to this agreement (the
"Shareholder(s)").
Where As BSI has entered into a Merger Agreement dated April 23, 2002 with
Knowledge Foundations, Inc., a Delaware Corporation ("KFI") and
Where As the Merger Agreement requires as a condition of KFI's obligation to
close that BSI shareholders execute agreements not to sell 28 million of the KFI
shares they will receive (80% the KFI shares) into the public market, therefore
In Consideration of the KFI shares to be received by the Shareholder(s) upon the
closing of the merger, BSI and the Shareholder(s), with respect to 80% of the
KFI shares to be received in exchange for the BSI shares held by the
Shareholder(s),
Agree As Follows:
1. The Shareholder(s) agree not to sell the KFI shares in the public
market for a period of one year from the effective date of the
merger.
2. This Agreement does not prohibit the sale of the shares which are
the subject of this Agreement from being sold in private
transactions pursuant to Section 4(1) of the Securities Act so long
as the transferee agrees to abide by the remaining term of this
Agreement. In all such transactions compliance with the terms of
this Agreement must be established to the satisfaction of the KFI.
3. Stop transfer instructions will be issued to the stock transfer
agent for all shares which are the subject of this Agreement. All
certificates representing ownership of shares with are the subject
of this Agreement will bear the following legend:
"Any sale or transfer of the shares represented by this
certificate is subject to a Lock-Up Agreement between the
Company and the shareholder. Any sale or transfer of the
shares represented by this certificate must be in accordance
with the terms of the Agreement and compliance with the terms
of the Agreement must be established to the satisfaction of
the Company."
4. This Agreement will terminate with respect to all shares and
Shareholders immediately upon KFI generating $10 million in gross
revenues on a consolidated basis (including revenues generated by
BSI) subsequent to the effective date of the merger.
The BSI shareholders agree that the number of KFI shares and certificate
numbers thereof will be added to Exhibit A immediately after the closing of the
merger.
This Agreement may be executed in counter parts and faxed signatures shall
be accepted as original signatures.
SIGNATURES
BSI2000, Inc.
By
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Xxxx Xxxxxx, President Date
SHAREHOLDER(S):
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Shareholder Date
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Shareholder Date
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