LOCK-UP AGREEMENT
Exhibit
10.3
LOCK-UP
AGREEMENT (this “Agreement”)
dated
as of June 30, 2005, by and among LIMELIGHT MEDIA GROUP, INC., a Nevada
corporation (the “Company”),
and
Xxxxx X. Xxxx (“Xxxx”).
W
I T N E S S E T H
WHEREAS,
pursuant to the terms of an Agreement and Plan of Merger dated as of June 30,
2005 (the “Merger
Agreement”)
by and
among the Company, IMPART, Inc., a Washington corporation (“IMPART”),
and
Limelight Merger II Corp., a Washington corporation, on the date hereof, the
Company has agreed to acquire all of the outstanding capital stock of IMPART
and, in consideration therefor, to issue to each former IMPART shareholder
such
number of shares of Common Stock, $.001
par
value, of the Company (the “Common
Stock”) as
determined pursuant to the Merger Agreement;
and
WHEREAS,
Xxxx is
the President and Chief Executive Officer of the Company and its principal
stockholder; and
WHEREAS,
as a
condition precedent to the consummation of the transactions contemplated by
the
Merger Agreement, the Company and Xxxx desire to provide for certain
restrictions on the transfer of shares of Common Stock now held or hereafter
acquired by Xxxx;
NOW
THEREFORE,
in
consideration of the premises and the mutual covenants of the parties hereto,
it
is hereby agreed as follows:
ARTICLE
I
CERTAIN
DEFINITIONS
1.1
Definitions.
Whenever used in this Agreement, unless otherwise defined or the subject matter
or context dictates, the following terms shall have these respective
meanings:
(a)
“Affiliate”
shall
have the meaning ascribed to it in Rule 12(b)(2) promulgated under the
Securities Exchange Act of 1934, as amended.
(b)
“Agreement”
means
this Lock-Up Agreement, any agreement which is supplementary to or in amendment
or confirmation of this Agreement, and any schedules hereto or
thereto.
(c)
“Disposition”
shall
have the meaning assigned in Section 2.1.
(d)
“Person”
means
any individual, estate, trust, partnership, joint venture, limited liability
company, association, firm, corporation, company or other entity.
(e)
“Shares”
mean
the shares of Common Stock now held or hereafter acquired by Xxxx, as well
as:
(i) any shares into which such shares may be converted, reclassified,
redesignated, subdivided, consolidated or otherwise changed; (ii) any shares
of
the Company or any successor or other body corporate which may be received
by
the holders of such shares on a merger, amalgamation or other reorganization
of
or including the Company; and (iii) any securities which may now or hereinafter
be convertible or exercisable into such shares.
(f)
“Transfer”
shall
have the meaning assigned in Section 2.1.
1.2
Extended
Meanings.
Words
importing the singular number include the plural and vice versa and words
importing gender include all genders.
ARTICLE
II
DISPOSITION
OF SHARES
2.1
Restriction
on Transfer of Shares.
(a)
Except as provided in Section 2.1(b), prior to June 30, 2006, Xxxx may not
sell,
assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit
to
exist a security interest in or lien on, place in trust or in any other way
encumber or otherwise dispose of (any of the foregoing shall constitute a
“Transfer,”
and
the consummation of such being a “Disposition”)
any
Shares or any interest therein except as expressly permitted by the terms and
provisions of this Agreement. The Company shall have no obligation to recognize
or accede to any Disposition or to register any Transfer of Shares on its books
unless such Disposition is effected in accordance with the terms and provisions
of this Agreement. No Person who purports to be a holder of Shares acquired
in
violation of the terms and provisions of this Agreement shall be entitled to
any
rights with respect to such Shares, including any rights to vote such Shares,
to
receive any dividends declared thereon, or to receive any notice with respect
thereto under this Agreement or otherwise.
(b)
Xxxx
may
Transfer all or a portion of his Shares (i) in connection with any sale of
all
or substantially all of the Company’s assets, any Transfer of at least a
majority of the Company’s outstanding voting securities (as of immediately prior
to such transfer) or any merger or consolidation in which the Company is not
the
surviving entity (any such transaction, a “Sale
Transaction”)
or
(ii) to the extent necessary, during each monthly period of this Agreement,
for
Xxxx to receive net proceeds sufficient to meet his monthly obligations under
his Chapter 13 bankruptcy reorganization.
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ARTICLE
III
MISCELLANEOUS
3.1
Legend.
The
Company may cause each certificate representing Shares that are subject to
this
Agreement to have stamped, printed or typed thereon the following
legend:
The
securities represented by this certificate are subject to a Lock-Up Agreement,
dated as of June 30, 2005, among Limelight Media Group Inc. (the “Company”) and
certain of its stockholders, a copy of which may be examined at the principal
office of the Company.
3.2
Notice.
Any
notice or document required or permitted by this Agreement to be given to a
party hereto shall be in writing and is sufficiently given if delivered
personally, or if sent by prepaid certified mail, return receipt requested,
to
the Company or to Xxxx, addressed as follows:
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the
Company:
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Limelight
Media Group, Inc.
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0000
Xxxxxxxxxx Xxxxxxx
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Xxxxxxx,
Xxxxxxxxx 00000
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Fax
No.: (000) 000-0000
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Attention:
Xxxxx X. Xxxx
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with
a copy to:
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Xxxxx
Xxxxxxx Xxxxxxx & Xxxxx LLP
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000
Xxxx Xxxxxx
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Xxx
Xxxx, X.X. 00000
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Fax
No.: (000) 000-0000
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Attention:
Xxxx X. Xxxxxxx, Esq.
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Xxxxx
Xxxx:
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c/o
Limelight Media Group, Inc.
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0000
Xxxxxxxxxx Xxxxxxx
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Xxxxxxx,
Xxxxxxxxx 00000
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Fax
No.: (000) 000-0000
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Attention:
Xxxxx X. Xxxx
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Notice
so
mailed shall be deemed to have been given upon receipt if delivered personally
or on the fifth (5th)
business day next following the date of the returned receipt. Any notice
delivered to the party to whom it is addressed shall be deemed to have been
given and received on the day it is delivered. Any party may from time to time
notify the others in the manner provided herein of any change of address which
thereafter, until changed by like notice, shall be the address of such party
for
all purposes hereof.
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3.3
Term
of Agreement.
(a)
The
provisions of this Agreement shall terminate upon the earlier of the
consummation of a Sale Transaction, at such time as provided in Article II,
or
on such earlier date as is mutually agreed in writing by the Company and Xxxx.
(b)
Nothing
contained in this Section 3.3 shall affect or impair any rights or obligations
arising prior to the time of the termination of this Agreement, or which may
arise by an event causing the termination of this Agreement.
3.4
Severability.
If in
any jurisdiction, any provision of this Agreement or its application to any
party or circumstance is restricted, prohibited or unenforceable, such provision
shall, as to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating the remaining
provisions hereof and without affecting the validity or enforceability of such
provision in any other jurisdiction or its application to other parties or
circumstances.
3.5
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and together shall constitute one document.
3.6
Entire
Agreement; etc.
This
Agreement sets forth the entire agreement among the parties hereto pertaining
to
the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, among the parties hereto
and there are no warranties, representations and other agreements between the
parties hereto in connection with the subject matter hereof except as
specifically set forth herein or therein. No supplement, modification, waiver
or
termination of this Agreement shall be binding unless executed in writing by
the
Company and Xxxx. No waiver of any of the provisions of this Agreement shall
be
deemed or shall constitute a waiver of any other provisions nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided.
3.7
Governing
Law.
This
Agreement shall be construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed in New
York.
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IN
WITNESS WHEREOF, this Lock-Up Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.
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LIMELIGHT
MEDIA GROUP, INC.
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By:
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/s/Xxxxx
Xxxxx
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Name:
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Xxxxx
Xxxxx
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Title:
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President
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/s/Xxxxx
X. Xxxx
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Xxxxx
X. Xxxx
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