LOCK-UP AGREEMENT
This Lock-Up Agreement ("Agreement") is made as of
December 22, 1995, by and among A. Xxxxxxx Xxxxxxxx,
Xxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxx (each a
"Shareholder" and collectively, the "Shareholders"),
and Analytical Surveys, Inc., a Colorado corporation
(the "Company"). Any transferee of a Shareholder that
is a "family member" (as defined below) of such
Shareholder, will for all purposes of this Agreement be
deemed a Shareholder.
Recitals
A. The Company, Intelligraphics, Inc.
("Intelligraphics") and A. Xxxxxxx Xxxxxxxx
("Xxxxxxxx") have entered into an Asset Purchase
Agreement dated as of December 22, 1995 (the "Purchase
Agreement") pursuant to which the Company will purchase
substantially all of the assets of Intelligraphics in
exchange for approximately $3,450,000 in cash, as
adjusted, and 230,000 restricted shares of Company
common stock (the "Shares"). Certain of the Shares
will be distributed to Xxxxxxxx in partial satisfaction
of certain loans Xxxxxxxx has made to Intelligraphics.
The remainder of the Shares will be distributed to key
management personnel of Intelligraphics in
consideration for their services to Intelligraphics.
Pursuant to an Escrow Agreement dated December 22, 1995
between the Company, Intelligraphics, Xxxxxxxx and Bank
One, Colorado, NA, the Company will transfer $250,000
and 70,000 Shares directly into escrow.
B. The Shareholders own the Shares as follows:
Shareholder Number of Shares
A. Xxxxxxx Xxxxxxxx 179,200 shares
Xxxx Xxxxxx 6,769 shares
Xxxxxxx Xxxxxxx 13,537 shares
Xxxxx Xxxxxx 10,187 shares
Xxxxx Xxxxx 6,769 shares
Xxxxx Xxxxx 6,769 shares
Xxxxx Xxxxxxx 6,769 shares
C. The Shares are subject to a Voting Trust
Agreement dated December 22, 1995, between the
Shareholders, the Company and certain individuals who
are members of the board of directors of the Company,
as trustee (the "Voting Trust Agreement") which governs
the voting rights of the Shares, including without
limitation, the provisions of Section 18 of the Voting
Trust Agreement which requires the delivery of the
Shares or proceeds from the sale of Shares by Xxxxxxxx
in certain circumstances to Bank One, Milwaukee, N.A.
D. The Shareholders and the Company have entered
into a Registration Rights Agreement dated December 22,
1995 (the "Registration Rights Agreement" pursuant to
which the Shareholders have been granted "piggy-back"
registration rights.
E. The parties desire to limit the transfer of
the Shares in the manner set forth in this Agreement.
Agreement
In consideration of the mutual promises contained
in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. General Restriction on Transfer. From the
date of this Agreement to, and including, December 22,
1999 (the "Term"), except as expressly provided in this
Agreement, no Shareholder may transfer any of the
Shares or any interest in the Shares. For purposes of
this Agreement, "transfer" includes any sale, gift,
pledge, or other disposition, by voluntary act of a
Shareholder or by operation of law, as a result of
which any person acquires or obtains a right to acquire
any interest in or rights in respect of the Shares.
2. Transfers to Family Members.
a. During the Term, any Shareholder may
transfer any or all of his Shares to a "family
member." For purposes of this Agreement, "family
member" means such Shareholder's spouse, ancestor,
descendant (whether by blood or adoption), spouse
of any such descendant, or any trust for the sole
benefit of any one or more of such individuals.
b. Any family member may transfer any or all
of his or her Shares to another family member of
the Shareholder who owned such Shares as of the
date of this Agreement.
c. A transfer to a family member is not
effective until such family member executes a
document in the form of Exhibit A to this
Agreement by which such family member agrees to be
bound by the terms of this Agreement and the
Voting Trust Agreement.
3. Shareholder Piggyback Registration Rights.
During the period beginning the date of this Agreement
and ending December 22, 1997, each Shareholder may
transfer his Shares pursuant to the terms of the
Registration Rights Agreement.
4. Transfers in Connection with Shareholder
Approved Transactions. During the Term, a Shareholder
may transfer any or all of his Shares in connection
with a transaction approved by a vote of the
shareholders of the Company, or if a majority of
shareholders of the Company tender their shares to the
Company in connection with a tender offer accepted by
the Company, the Shareholders may tender their Shares
to the Company in connection with such tender offer.
5. Offers to Sell.
a. From the period beginning December 22,
1997, through the remainder of the Term (the
"Permitted Sales Period"), a Shareholder may
transfer Shares under the provisions of this
Section 5.
b. If a Shareholder desires to sell Shares
during the Permitted Sales Period, the Shareholder
will first offer such Shares to the Company. The
offer will be in writing and will specify the
number, class (if applicable) and price of the
Shares being offered. The purchase price per
share will be the average of the closing bid and
asked prices for one share of common stock of the
Company, as reported on the National Market System
of NASDAQ for the twenty business days preceding
the date the offer to sell is made (the "Notice
Date"). If, on the Notice Date, the Shares are
not traded on NASDAQ, the board of directors of
the Company will determine a substantially
equivalent method for determining the purchase
price for the Shares. The Shareholder or
Shareholders who make the offer (whether one or
more, the "Offering Shareholder") will send the
offer to the Company, and the Company will have a
period of ten business days after the receipt of
the offer from the Offering Shareholder to accept
the offer by giving notice of acceptance to the
Offering Shareholder (the "Acceptance Period").
Each acceptance will indicate the number of Shares
as to which the offer is accepted (which may be
less than or equal to the number of Shares that
the Offering Shareholder initially proposes to
sell). If the Company does not accept the offer
in a timely manner, the Company will be deemed to
have rejected the offer. If the Company accepts
the offer as to less than all of the Shares that
the Company had the right to purchase, the Company
will be deemed to have rejected the offer with
respect to the balance of such Shares.
c. If the Offering Shareholder's offer is
accepted with respect to any or all of the offered
Shares, the closing of the sale will occur at the
principal offices of the Company, at a time and
date specified by the Company, but, in any event,
such closing will occur within sixty days after
the end of the Acceptance Period. At the closing,
the Offering Shareholder will deliver certificates
representing the Shares to be sold, free of any
lien, claim, encumbrance or restriction, other
than restrictions imposed by this Agreement or the
Voting Trust Agreement, against payment of the
purchase price by the Company by cashier's check
or other means acceptable to the Offering
Shareholder.
d. If any of the offered Shares are not
purchased by the Company as provided above, the
Offering Shareholder will be free to sell any or
all of the remaining offered Shares to a third
party for a period of sixty days, after which
period the procedures of this Section 5 must be
reinitiated for any sale of Shares by such
Offering Shareholder.
e. The provisions of this Section 5 will not
apply to the extent that sales of Shares by a
Shareholder (aggregated with all sales of Shares
made by all family members of such Shareholder and
the Shareholder) are less than 5,000 Shares in any
ninety day period. If the foregoing restriction
applies, the restriction will apply to the first
attempted sale of Shares in excess of 5,000
Shares.
6. Sale Volume Limitations. During the Permitted
Sales Period, except for sales by a Shareholder to a
family member of such Shareholder or a sale by a
Shareholder pursuant to the Registration Rights
Agreement, but including any sales of Shares to the
Company under Section 5, the number of Shares sold by a
Shareholder in any ninety day period may not exceed the
greater of the following:
a. one percent of the shares of common stock
of the Company outstanding as shown by the most
recent report or statement published by the
Company; or
b. the average weekly reported volume of
trading of common stock of the Company on all
national securities exchanges and/or reported
through the automated quotation system of a
registered securities association during the four
calendar weeks preceding the Notice Date; or
c. the average weekly reported volume of
trading of common stock of the Company reported
through the consolidated transaction reporting
system, contemplated by Rule 11Aa3-1 under the
Securities Exchange Act of 1934, as amended,
during the four calendar weeks preceding the
Notice Date.
All sales within the applicable period by all family
members of a Shareholder will be included in the
calculation of Shares sold by such Shareholder.
7. Endorsement on Stock Certificates. All stock
certificates representing Shares will bear the
following legend:
"The stock represented by this
certificate is transferable only in
compliance with a Lock-Up Agreement dated
December 22, 1995, which is on file with the
Company. Any transferee of the stock
represented by this certificate must, as a
condition to the effectiveness of the
transfer, comply with that Agreement as to
such transfer and agree to be bound by that
Agreement thereafter."
8. Sale of Assets, Redemption or Liquidation.
Nothing contained in this Agreement will limit the
Company's ability, in accordance with applicable law,
to sell or otherwise dispose of all or substantially
all of its assets, to redeem all or any part of the
stock held by any Shareholder, or to liquidate, either
partially or completely.
9. Notices. Any notice to the Shareholders or
the Company required under this Agreement will be
deemed to have been given to the respective party if
delivered personally, or upon receipt of such notice
mailed first class, postage prepaid, registered or
certified mail, return receipt requested, to the
Shareholders and to the Company as set forth below:
To the Shareholders: A. Xxxxxxx Xxxxxxxx
000 Xxxx Xxxxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
Xxxx Xxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxx
000 X00000 Xxxxxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxx
W316 00000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxx
000 Xxxxxx Xxxxx, #X
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
To the Company: Analytical Surveys, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
with a copy to: Xxxxxx X. Xxxxxxx, P.C.
Suite 310
128 South Tejon
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
or to such other address as each party may designate by
notice in writing to the other parties as provided
above.
10. Dispute Resolution. All disputes arising out
of or related to this Agreement, including any claims
that all or any part of this Agreement is invalid,
illegal, voidable, or void, will be settled by
arbitration, pursuant to an Arbitration Agreement
between the Company, Intelligraphics, the Shareholders,
Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, the members of the
board of directors of the Company who are voting
trustees under the Voting Trust Agreement and Bank One,
Colorado, NA dated December 22, 1995.
11. General Provisions.
(a) Entire Agreement. This Agreement
constitutes the entire agreement among the parties
with respect to the subject matter of this
Agreement and supersedes all other prior
agreements and understandings, both written and
oral, between the parties with respect to the
subject matter of this Agreement.
(b) Benefit. This Agreement will be binding
upon and inure to the benefit of the parties,
their personal representatives, successors and
assigns.
(c) Amendment. This Agreement may be
amended at any time and from time to time by a
written instrument signed by all of the parties to
this Agreement.
(d) Governing Law. The laws of the State of
Colorado will govern this Agreement and the
construction of any of its terms.
(e) Original. This Agreement will be signed
in one original, which will be deposited with the
Company at its registered office.
(f) Photocopies. A photocopy of this
Agreement will be delivered to the Company and to
each Shareholder.
(g) Transfer to Bank One, Milwaukee, N.A.
The parties to this Agreement acknowledge and
agree that Xxxxxxxx may transfer his Shares or any
interest in the Shares to Bank One, Milwaukee,
N.A. (the "Bank") and hereby consent to such
transfer upon the Bank's execution of an agreement
satisfactory to the parties to this Agreement
pursuant to which the Bank agrees to be bound by
the terms of this Agreement.
SHAREHOLDERS
/s/ A. Willliam Xxxxxxxx
------------------------
A. Xxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx
/s/ Willliam Xxxxxxx
------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx
/s/ Xxxxx Xxxxxx
------------------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx
/s/ Xxxxx Xxxxxxx
------------------------
Xxxxx Xxxxxxx
COMPANY
ANALYTICAL SURVEYS, INC.
By: /s/ X.X. Xxxxxx
Title: President and Chief Executive
Officer
EXHIBIT A
Document To Be Signed By Transferee
The undersigned, being a transferee of shares of
the common stock of Analytical Surveys, Inc. (the
"Company"), hereby agrees to be bound by all of the
terms of a Lock-Up Agreement (the "Agreement") dated
December 22, 1995, between the Company and the
Shareholders (as defined in the Agreement) and a Voting
Trust Agreement dated December 22, 1995, between the
Company, the Shareholders and certain individuals who
are members of the board of directors of the Company,
as trustee (the "Voting Trust Agreement"). The
undersigned acknowledges that he or she will for all
purposes be deemed a "Shareholder" (as defined in the
Agreement) and that the Agreement and the Voting Trust
Agreement will apply to all Shares of the Company now
owned or hereafter acquired by the undersigned. The
undersigned's address and FAX number for purposes of
Section 9 of the Agreement are set forth below:
-------------------------
(Type or Print Name)
-------------------------
(Street Address)
--------------------------
(City, State and Zip Code)
--------------------------
(Facsimile Number)
-------------------------
(Signature)
-------------------------
(Date)
