SALES RESTRICTION AGREEMENT
THIS SALES RESTRICTION AGREEMENT ("AGREEMENT") is entered into as of
the 30th day of September, 2003 by and between Print Data Corp., a Delaware
corporation (the "COMPANY"); and Xxxxxxx X. Xxxxx ("STOCKHOLDER").
WHEREAS, pursuant to the terms and conditions of that certain Share
Exchange and Reorganization AGREEMENT (the "EXCHANGE AGREEMENT") dated September
8, 2003 between the Company; Atlantic Components Limited, a Hong Kong
corporation ("ATLANTIC"), and Xx. Xxxxx-Xxx Xxxx, the sole beneficial
stockholder of Atlantic (the "ATLANTIC SHAREHOLDER"), the Company desires to
acquire all of the outstanding capital stock of Atlantic and the Atlantic
Shareholder desires to exchange all of his beneficially owned shares of Atlantic
capital stock solely for shares of Print Data Common Stock (the "TRANSACTION").
WHEREAS, the Stockholder agrees that among other reasons, in order to
create and sustain an orderly public trading market for the Company's common
stock after the closing of the Transaction, that it is in the best interest of
the Stockholder, the Company, and the Company's other stockholders (the "THIRD
PARTY BENEFICIARIES") for the Stockholder not to transfer, sell, contract to
sell, devise, give, assign, pledge, hypothecate, distribute or grant any option
to purchase or otherwise dispose of, directly or indirectly, his shares of
Company Stock owned beneficially or otherwise by him except pursuant to the
terms of this Agreement which shall commence on the date of this Agreement and
terminate six (6) months thereafter.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1. SHARES SUBJECT TO THIS AGREEMENT. Subsequent to the closing of the
Transaction, the Stockholder, directly or indirectly, shall own
646,089 shares of the Company's common stock. The aforementioned
646,089 shares of Company common stock shall be subject to this
Agreement and referred to herein as "SUBJECT STOCK". Subject Stock
shall not include any shares of the Company's common stock that
revert back to the Stockholder pursuant to Section 3.04(d)(ii) of
the Exchange Agreement.
2. SALE RESTRICTION. The Stockholder agrees for the benefit of
himself, the Company and the Third Party Beneficiaries that he
will not transfer, sell, contract to sell, devise, give, assign,
pledge, hypothecate, distribute or grant any option to purchase or
otherwise dispose of, directly or indirectly, the Subject Stock
except pursuant to the terms of this Agreement. Any attempted
sale, transfer or other disposition in violation of this Agreement
shall be null and void.
3. SALE PERIODS. Commencing on the date of execution of this
Agreement, and terminating six months thereafter, the Stockholder
shall be entitled to dispose of up to an aggregate of 25,000
shares of the Subject Stock every calendar month. Unsold portions
in any calendar month period shall not be carried over into the
next calendar month for the purpose of increasing the maximum
25,000 share amount in any other given calendar month.
4. LEGEND/STOP TRANSFER INSTRUCTIONS. The Stockholder further agrees
that the Company may instruct its transfer agent not to transfer
the Subject Stock, may provide a copy of this Agreement to the
Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificates
disclosing that any transfer, sale, contract for sale, devise,
gift, assignment, pledge or hypothecation of the Subject Stock is
subject to the terms of this Agreement and may issue stop-transfer
instructions to its transfer agent for the period contemplated by
this Agreement for the Subject Stock.
5. EQUITABLE REMEDY. The Stockholder agrees that any breach of this
Agreement will cause the Company and the Third Party Beneficiaries
irreparable damage for which there is no adequate remedy at law.
If there is a breach or threatened breach of this Agreement by the
Stockholder, the Stockholder agrees that the Company shall be
entitled to the issuance of an immediate injunction without notice
to restrain the breach or threatened breach.
6. MISCELLANEOUS.
6.1 ENTIRE AGREEMENT. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements, or
representations by or among the parties, written or oral, to the
extent they related in any way to the subject matter hereof.
6.2 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their
respective successors, assigns, heirs or legal representatives, as
the case may be.
6.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
6.4 HEADINGS. The paragraph and subparagraph headings contained in
this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.
6.5 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule
that would cause the application of the laws of any jurisdiction
other than the State of Delaware.
6.6 AMENDMENTS AND WAIVERS. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and
signed by each of the parties hereto. No waiver by any party of
any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend
to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.
6.7 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any
other jurisdiction.
6.8 CONFLICT OF TERMS. In the event of a conflict of terms and
conditions between this Agreement and any other agreement, the
terms and conditions of this Agreement shall prevail.
6.9 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires:
(a) The terms defined in this Agreement include the plural as well as
the singular, and the use of any gender herein shall be deemed to
include the other gender;
(b) Accounting terms not otherwise defined herein have the meanings
given to them in accordance with generally accepted accounting
principles;
(c) References herein to "paragraphs", "subparagraphs" and other
subdivisions without reference to a document are to designate
paragraphs, subparagraphs and other subdivisions of this
Agreement;
(d) A reference to a subparagraph without further reference to a
paragraph is a reference to such subparagraph as contained in the
same paragraph in which the reference appears;
(e) The words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular provision; and
(f) The term "include" or "including" shall mean without limitation by
reason of enumeration.
6.10 INCORPORATION OF AGREEMENTS. The agreements identified in this
Agreement are incorporated herein by reference and made a part
hereof.
In Witness, the parties have duly executed this Agreement as of the
date first above written.
WITNESS: SELLING STOCKHOLDER:
/s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
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Name: Xxxx Xxxxx Xxxxxxx X. Xxxxx
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WITNESS: COMPANY:
By:
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Name:
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