Exhibit 10.8
LOCK-UP AGREEMENT
This Lock-up Agreement is entered into effective as of November 25, 1997,
between U.S. Wireless Data, Inc., a Colorado corporation (the "Company") and
Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx and Liviakis Financial Communications, Inc.
(collectively the "Shareholders").
RECITALS
WHEREAS, the Company is in the process of attempting to raise
additional capital through a private offering of Convertible Debentures (the
"Debentures");
WHEREAS, certain of the investors who have offered to purchase the
Debentures (the "Investors") are being granted registration rights which will
entitle them to have the shares of the Company's no par value common stock (the
"Common Stock") issuable as interest on, and upon conversion of, the Debentures
and/or the shares of Common Stock issuable as dividends on, and upon conversion
of, the shares of Series A Preferred Stock into which the Debentures may be
converted, registered for resale under the Securities Act of 1933, as amended
(the "1933 Act");
WHEREAS, the Shareholders have been granted certain registration rights
(including both demand and "piggyback" registration rights) (the "Shareholder
Registration Rights") entitling the Shareholders to have shares of Common Stock
owned or issuable to them (the "Shares") registered for public resale under the
1933 Act as follows: (a) the shares of Common Stock previously issued to Messrs.
Liviakis and Prag by the Company as of August 6, 1997; (b) the shares of Common
Stock issuable to Messrs. Liviakis and Prag under Common Stock Purchase Warrants
issued as of August 6, 1997, which are exercisable for up to 1,600,000 shares of
Common Stock at $.01 per share; and (c) the shares of Common Stock which have
been or are issuable pursuant to a consulting agreement between the Company and
Liviakis Financial Communications, Inc. dated as of July 25, 1997, which has a
term of July 31, 1997 - July 31, 1998 (the "Consulting Term");
WHEREAS, the Investors have demanded that as a condition to their
purchase of the Debentures, the Shareholders agree to refrain from selling the
Shares during the Consulting Term (the "Lock-up);
WHEREAS, the Shareholders desire to assist the Company in raising
additional capital and therefore agree to the Lock-up, on the terms set forth
herein.
AGREEMENT
In consideration of the mutual promises contained herein and in order
to assist the Company in raising additional capital, each undersigned
Shareholder agrees:
1. That he or it shall not sell any of the Shares until the expiration
of the Consulting Term, irrespective of whether such Shares have been registered
pursuant to the Shareholder Registration Rights.
2. The agreements of the undersigned are irrevocable and shall be
binding upon the undersigned's heirs, legal representatives, successors and
assigns.
3. The undersigned understands that the Company and the purchasers of
the Debentures will be relying upon the representations set forth in this
Agreement in proceeding with the Offering.
4. This Agreement shall be governed and construed under the laws of the
State of Colorado, without application of the provisions regarding conflicts of
laws.
5. This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned have signed this Lock-up Agreement
effective as of the date first written above.
U.S. Wireless Data, Inc. Liviakis Financial Communications, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxx
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Title: President Title: President
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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