EXHIBIT 10.24
LOCK-UP AGREEMENT
This AGREEMENT is entered into this 5th day of March 2002 is by and
amongst I.T. TECHNOLOGY, INC., a Delaware corporation, (hereinafter referred to
as "the Company" ), XXXXXX XXXXX, XXXX XXXXXXX, XXXXXXXX XXXXXX AND XXXXXX
XXXXXXXXX (HEREINAFTER REFERRED TO AS THE "SHAREHOLDERS" AND KENSINGTON CAPITAL
CORP., (HEREINAFTER REFERRED TO AS "KENSINGTON").
WHEREAS, the Shareholders currently serve as officers, directors or
affiliates of the Company; and
WHEREAS, the Shareholders currently beneficially own or may become
entitled to shares of the Company's common stock, including but not limited the
shares of common stock as outlined in the schedule contained in Exhibit "A"
attached hereto and made a part hereof (the "Shares'); and
WHEREAS, the Company has filed an SB-2 Registration Statement with the
Securities and Exchange Commission, which has become effective and desires that
those shares of common stock which were registered pursuant to the registration
statement begin to trade on the Over The Counter Bulletin Board or such other
exchange or market where the I.T.T. shareholders can have their shares sold in
market transactions; and
WHEREAS, Kensington has previously been the Company's Underwriter,
serves as a consultant to the Company and is filing the Company's Form 15(c)2-11
with the National Association of Securities Dealers; and
WHEREAS, as a condition of the efforts of Kensington to insure an
orderly market for the purchase and sale of the Company's shares of common
stock, Kensington has requested that certain officers, directors and control
shareholders enter into Lock Up Agreements;
NOW THEREFORE, in consideration of the mutual covenants contained
herein it is agreed:
1. Beginning on the date of execution of this Agreement and continuing
until April 15, 2004 the Shareholder agrees that he will not sell, , convey,
transfer, assign or hypothecate any of the Shares beneficially owned by the
Shareholder including but not limited to those shares as outlined in Exhibit "A"
attached, other than (i) as a bona fide gift or gifts, provided the donee or
donees thereof agree in writing to be bound by this restriction, (ii) as a
distribution to partners or shareholders of such entity, provided that the
distributees thereof agree in writing to be bound by this restriction, or (iii)
without the prior written consent of Kensington. Notwithstanding the foregoing,
in the event that: (i) the percentage of the total number of outstanding shares
of common stock of the Company beneficially owned by the Shareholders decreases
by more than 50% as a result of the Company's issuances of additional shares of
common stock or the Shareholder's transfer of shares of common stock pursuant to
the terms hereof or (ii) the occurrence of a "change of control" where the
holdings of the Shareholders are reduced to less than half of what their current
percentage ownership is through issuances of stock to unaffiliated third parties
in one or more related transactions or if any individual or group, which is
unaffiliated with any current officer or director of the Company or any of the
Shareholders acquires control of 50% or more of the outstanding shares, then in
either of these events the restrictions on the transferability of the Shares
shall terminate and the Shareholder(s) will be free to sell the Shares subject
to Rule 144 of the Securities Act of 1933, as amended, and any other applicable
rules or regulations which may be imposed on the Shareholder(s). Any purported
sale or transfer of common stock by a shareholder in violation of this agreement
shall be null and void.
2. The Shareholders agrees that all certificates evidencing ownership
of the Shares may be stamped with an appropriate restrictive legend identifying
this lock-up agreement. In addition, the Company will notify the Company's
transfer agent for the Company to note such restriction on the transfer books
and records of the Company.
1
3. It is further agreed and understood by the Shareholders that
notwithstanding the termination of the restrictions contained herein, the shares
of common stock owned by the Shareholders have not been registered under the
Securities Act of 1933, as amended, and may not be sold, transferred or disposed
of to any person or entity unless subsequently registered under the Securities
Act of 1933 (the "Act"), or unless an exemption from such registration is
available.
4. The Company agrees to keep Kensington aware of the issuance of any
new shares of common stock.
5. In the event that the application on Form 15 (c)2-11 filed by
Kensington is withdrawn for any reason, the Company may in its sole discretion
declare this agreement null and void in which case, it shall do so immediately.
6. In the event of any litigation arising as a result of any breach of
this agreement, the party may be entitled to seek both legal and equitable
relief and the prevailing party shall be entitled to recover all costs including
reasonable attorneys fees.
7. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.
This Agreement entered the date first set forth above.
X.X.XXXXXXXXXX, INC.
/s/ XXXXXX XXXXX
------------------------------
BY: XXXXXX XXXXX
ITS: PRESIDENT
/S/ XXXXXXX SILVER
------------------------------
KENSINGTON CAPITAL CORP.
BY: XXXXXXX SILVER
ITS:PRINCIPAL
/s/ Xxxx Xxxxxxx
------------------------------
XXXX XXXXXXX
/s/ Xxxxxx Xxxxxxxxx
------------------------------
XXXXXX XXXXXXXXX
/s/ Xxxxxxxx Xxxxxx
------------------------------
XXXXXXXX XXXXXX
/s/ Xxxxxx Xxxxx
------------------------------
XXXXXX XXXXX
2
EXHIBIT "A"
NAME OF SHAREHOLDER NUMBER OF SHARES OF COMMON STOCK ISSUED OR TO
BE ISSUED
Ledger Technologies Pty Ltd 54,783,356
Sunswipe Australasia Pty 9,000,000
Daccar Pty Ltd 6,704,521
Nasdaq Australia Pty Ltd 314,176
All affiliated with XXXX XXXXXXX
XXXXXX XXXXX and affiliates 20,000,000
Eurolink International Pty Ltd 10,000,000
Affiliated with XXXXXXXX XXXXXX
XXXXXX XXXXXXXXX and affiliates 20,000,000
