EXHIBIT 4.5
LOCKUP AGREEMENT
THIS LOCKUP AGREEMENT (the "Agreement"), entered into this _____ day
of ________________ 2002, is by and between Tropical Leisure Resorts, Inc.,
a Nevada corporation (the "Company"), and the undersigned, a shareholder of
the Company (the "Stockholder").
RECITALS:
WHEREAS, the undersigned has received, or contemporaneous with this
Agreement shall receive, shares of the Company in exchange for or in
connection with the cancellation, conversion, or settlement of debt of the
Company (hereinafter the "Stockholder Shares");
WHEREAS, the Company and eWorldMedia, Inc., a Nevada corporation
("eWorldMedia") entered into a Stock-For-Stock Exchange Agreement dated
November 1, 2002 (the "Reorganization Agreement"), the closing of which is
scheduled for November 15, 2002, subject to change by the Company and
eWorldMedia (the "Closing");
WHEREAS, as part of the Reorganization Agreement, the parties agreed
that as a condition of Closing each of the shareholders of the Company,
including the Stockholder, who received shares in connection with the
settlement or conversion of outstanding debt immediately prior to the
signing of the Reorganization Agreement, would be required to restrict the
resale of his, her, or its shares;
WHEREAS, the parties to the Reorganization Agreement agreed that for a
period of three years from the Closing, the maximum number of 2,071,170 of
the shares issued in the debt settlement or conversion transactions which
could be sold in the market would be limited in the aggregate to a maximum
200,000 shares during any ninety day period beginning ninety days following
the Closing;
WHEREAS, in order to facilitate the Closing, which the Stockholder
believes would facilitate the liquidity, and possibly increase the value
of, his, her, or its shares, the Stockholder is willing to lockup the
Stockholder Shares, subject to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual terms and conditions
set forth herein, and for other consideration the sufficiency and receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Lockup of Shares. The Stockholder agrees that during the term of
this Agreement, he, she, or it will not sell in excess of the number of the
Stockholder Shares in accordance with the following formula:
a. From the date of this Agreement through the date ninety days
following the Closing, the Stockholder shall sell none of the Stockholder
Shares in the market.
b. Thereafter, the number of Stockholder Shares which can be
sold by the Stockholder, together with any of the Stockholder Shares
publicly sold by the Stockholder during the preceding 90 days, shall not
exceed the Stockholder's proportionate share of 200,000 shares as
determined by the stockholder's original proportionate share of the
2,071,170 shares; provided that no Stockholder Shares shall be sold by the
Stockholder in excess of 12.5% of the average daily reported volume in
such class of shares during the five trading days prior to such sale, and
further provided that no Stockholder Shares shall be sold for less than
$1.50 per share. Notwithstanding the selling restrictions set forth in
this Paragraph 1(b), if after one year from the date of this Agreement, any
shareholder who, as a former shareholder of eWorldMedia received shares
through the Reorganization Agreement, resells such shares in the public
market under Rule 144 at less than $1.50 per share, the Stockholder may
thereafter sell the Stockholder Shares at less than $1.50, subject to
compliance with the remaining provisions of this paragraph.
c. Any purchaser of the Stockholder Shares in the open market
shall not be subject to the provisions of this Agreement so long as such
person does not solicit or arrange for the solicitation of the Stockholder
Shares with the Stockholder.
2. Term. The term of this Agreement shall commence on the date
first written above and shall terminate on the earlier of (i) the date
three years from the Closing; or (ii) the termination date of the
Reorganization Agreement.
3. Assignment, Etc. of the Shares. During the term of this
Agreement the Stockholder shall not privately sell, assign, pledge,
hypothecate, or transfer any of the Stockholder Shares unless the party
purchasing, receiving, or obtaining an interest in such Stockholder Shares
in the non-market transaction agrees in writing to be bound by the terms of
this Agreement.
4. Restrictive Legend. Each certificate representing the
Stockholder Shares shall contain a restrictive legend, in addition to the
restrictive legend required pursuant to Rule 144, which restricts the sale
or transfer of the Stockholder Shares except in accordance with this
Agreement.
5. Remedies. The Stockholder hereby recognizes and acknowledges
that irreparable injury or damage shall result to the Company in the event
of a breach or threatened breach by the Stockholder of any of the terms or
provisions of this Agreement, and the Stockholder therefore agrees that the
Company shall be entitled to an injunction restraining the Stockholder from
engaging in any activity constituting such breach or threatened breach.
Nothing contained herein shall be construed as prohibiting the Company from
pursuing any other remedies available to the Company at law or in equity
for such breach or threatened breach, including, but not limited to, the
recovery of damages from the Stockholder in accordance with the terms of
this Agreement.
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6. Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's
fee, which may arise or accrue from enforcing this Agreement, or in
pursuing any remedy provided hereunder or by the statutes of the State of
Utah.
7. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
8. Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder
of this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition, or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
9. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions,
letters of intent, and preliminary agreements between the parties hereto
relating to the subject matter of this Agreement.
10. Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may
be required to carry out fully the transactions contemplated herein.
11. Full Knowledge. By their signatures, the parties acknowledge
that they have carefully read and fully understand the terms and conditions
of this Agreement, that each party has had the benefit of counsel, or has
been advised to obtain counsel, and that each party has freely agreed to be
bound by the terms and conditions of this Agreement.
12. Construction. The descriptive headings of the various sections
or parts of this Agreement are for convenience only and shall not affect
the meaning or construction of any of the provisions hereof. As used in
this Agreement, the masculine, feminine, or neuter gender, and the singular
or plural, shall be deemed to include the others whenever the context so
requires.
13. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument. Delivery of an executed counterpart of this
Agreement by facsimile shall be equally as effective as delivery of a
manually executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by facsimile also shall deliver a
manually executed counterpart of this Agreement, but the failure to deliver
a manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.
14. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the law of
conflicts) of the State of Utah. Any and
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all actions to enforce the provisions of this Agreement shall be brought
in a court of competent jurisdiction in the County of Salt Lake, State of
Utah, and in no other place.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
COMPANY: Tropical Leisure Resorts, Inc.
By /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
STOCKHOLDER: /s/ Xxxxxx Xxxxxx
Signature
President, Global Funding Group, Inc.
Xxxxxx Xxxxxx
Please Print Name
