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EXHIBIT 10.10
PROMOTIONAL SHARES LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), which is
effective as of the 10th day of January, 2000, by and between Xxxxxxx.xxx
Corporation ("Issuer"), whose principal place of business is located at 000
Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, and
______________________ ("Security Holder") witnesses that:
A. The Issuer has filed an application with the Securities
Administrator of each of the states listed on Schedule A attached
hereto ("Administrators") to register certain of its Equity
Securities for sale to public investors who are residents of
those states ("Registration");
B. The Security Holder is the owner of shares of common stock of
Issuer; and
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or dispose of,
whether or not for consideration, directly or indirectly, PROMOTIONAL SHARES as
defined in the North American Securities Administrators Association ("NASAA")
Statement of Policy on Corporate Securities Definitions and all certificates
representing stock dividends, stock splits, recapitalizations, and the like,
that are granted to, or received by, the Security Holder while the PROMOTIONAL
SHARES are subject to this Agreement ("Restricted Securities").
Beginning two years from the completion date of the public offering, two
and one-half percent (2 1/2%) of the Restricted Securities may be released each
quarter pro rata among the Security Holders. All remaining Restricted Securities
shall be released from escrow on the anniversary of the fourth year from the
completion date of the public offering.
III. THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of the Issuer's
assets or securities (including by way of tender offer), or any
other transaction or proceeding with a person who is not a
Promoter, which results in the distribution of the Issuer's
assets or securities ("Distribution"), while this Agreement
remains in effect that:
1. All holders of the Issuer's EQUITY SECURITIES will
initially share on a pro rata, per share basis in the
Distribution, in proportion to the amount of cash or other
consideration that they paid per share for their EQUITY
SECURITIES (provided that the Administrator has accepted
the value of the other consideration), until the
shareholders who purchased the Issuer's EQUITY SECURITIES
pursuant to the public offering ("Public
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Shareholders") have received, or have had irrevocably set
aside for them, an amount that is equal to one hundred
percent (100%) of the public offering's price per share
times the number of shares of EQUITY SECURITIES that they
purchased pursuant to the public offering and which they
still hold at the time of the Distribution, adjusted for
stock splits, stock dividends recapitalizations and the
like; and
2. All holders of the Issuer's EQUITY SECURITIES shall
thereafter participate on an equal, per share basis times
the number of shares of EQUITY SECURITIES they hold at the
time of the Distribution, adjusted for stock splits, stock
dividends, recapitalizations and the like.
3. The Distribution may proceed on lesser terms and
conditions than the terms and conditions stated in
paragraphs 1 and 2 above if a majority of the EQUITY
SECURITIES that are not held by Security Holders,
officers, directors, or Promoters of the Issuer, or their
associates or affiliates vote, or consent by consent
procedure, to approve the lesser terms and conditions.
B. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of the Issuer's
assets or securities (including by way of tender offer), or any
other transaction or proceeding with a person who is a Promoter,
which results in a Distribution while this Agreement remains in
effect, the Restricted Securities shall remain subject to the
terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of
any court of competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security
Holder's estate. The hypothecated Restricted Securities shall
remain subject to the terms of this Agreement. Restricted
Securities may not be pledged to secure any other debt.
E. Restricted Securities may be transferred as a bona fide gift or
gifts, provided that the donee or donees thereof agree to be
bound by the restrictions set forth herein.
F. With the exception of paragraph A.3 above, the Restricted
Securities shall have the same voting rights as similar EQUITY
SECURITIES not subject to the Agreement.
G. A notice shall be placed on the face of each stock certificate of
the Restricted Securities covered by the terms of the Agreement
stating that the transfer of the stock evidenced by the
certificate is restricted in accordance with the conditions set
forth on the reverse side of the certificate; and
H. A typed legend shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock
covered by the Agreement which states
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that the sale or transfer of the shares evidenced by the
certificate is subject to certain restrictions consistent with an
agreement between the Security Holder (whether beneficial or of
record) and the Issuer, which agreement is on file with the
Issuer and the stock transfer agent from which a copy is
available upon request and without charge.
I. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrators
("Effective Date") and shall terminate:
1. On the anniversary of the fourth year from the completion
date of the public offering; or
2. On the date the Registration has been terminated if no
securities were sold pursuant thereto; or
3. If the Registration has been terminated, the date that
checks representing all of the gross proceeds that were
derived therefrom and addressed to the public investors
have been placed in the U.S. Postal Service with first
class postage affixed; or
4. On the date the securities subject to this Agreement
become "Covered Securities," as defined under the National
Securities Markets Improvement Act of 1996.
J. This Agreement to be modified only with the written approval of
the Administrators.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the Signatories
to be filed with the Administrators prior to the Effective Date;
B. Copies of the Agreement and a statement of the per share initial
public offering price to be provided to the Issuer's stock
transfer agent;
C. Appropriate stock transfer orders to be placed with the Issuer's
stock transfer agent against the sale or transfer of the shares
covered by the Agreement prior to its expiration, except as may
otherwise be provided in this Agreement;
D. The above stock restriction legends to be placed on the periodic
statement sent to the registered owner if the securities subject
to this Agreement are uncertificated securities.
Pursuant to the requirements of this Agreement, the Signatories have
entered into this Agreement, which may be written in multiple counterparts and
each of which shall be considered an original. The Signatories have signed the
Agreement in the capacities, and on the dates, indicated.
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IN WITNESS WHEREOF, the Signatories have executed this Agreement as of
the date first written above.
XXXXXXX.XXX CORPORATION
By:
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Xxxxxx Xxxxx
President
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Name:
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SCHEDULE A
Alabama Kentucky Pennsylvania
Alaska Louisiana Rhode Island
Arizona Maryland South Carolina
Arkansas Massachusetts South Dakota
California Michigan Tennessee
Colorado Mississippi Texas
Connecticut Missouri Utah
Delaware Nevada Vermont
Florida New Hampshire Virginia
Georgia New Jersey Washington
Idaho New Mexico West Virginia
Illinois North Dakota Wisconsin
Indiana Ohio Wyoming
Iowa Oklahoma
Kansas Oregon
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