Lockup Agreement
Whereas, Pipeline Data Inc., a Delaware corporation (the "Buyer"),
SecurePay, Incorporated, a Delaware corporation (the "Company") and the
Stockholders named on Schedule A hereto (the "Sellers") have entered an
Acquisition Agreement, dated as of March _____, 2002 (the "Acquisition
Agreement");
Whereas, Pipeline believes that its ability to trade its securities will be
enhanced if the individuals party hereto agree to refrain from selling their
current shareholdings in Pipeline subject to the terms and conditions set forth
herein;
Whereas, the parties hereto are substantial stockholders in Pipeline and
are amenable to having their share holdings being so restricted;
Now therefore, in consideration of the foregoing and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Restriction of Shares: Each of the parties hereto, severally and not
jointly, hereby agrees that during the period commencing on the
Closing Date, and for the period stated below with respect to each
individual party (such periods referred to as the "Lockup Period(s)"),
that such individual's present beneficial holdings shareholdings (as
set forth beside the signature of such individual) in Pipeline, may
not be offered, sold, transferred, assigned, pledged, hypothecated, or
otherwise alienated, nor may any executory interest be created which
would allow, or permit any of the foregoing during the Lockup Period.
2. Individual Lockup Periods:
A. As to the Sellers and Xxxx Xxxxxxxxxx.
From the Closing Date.
Until 90 days after the Closing Date - 0%
Upon 90 days after the Closing Date - 15%
Upon 180 days after the Closing Date - 25%
For each of the 6 months commencing
on the 361st day after the
Closing Date - 10% per month.
B. As to 1/2 of the shares of Unifund Financial Group and R. Xxxxx
Xxxxxx.
From the Closing Date.
Until 90 days after the Closing Date - 0%
Upon 90 days after the Closing Date - 15%
Upon 180 days after the Closing Date - 25%
For each of the 6 months commencing
on the 7th month
after the Closing Date - 10% per month.
3. Definition of beneficial ownership: For the purposes of this
Agreement, "beneficial ownership" shall have the same meaning as that
set forth in Rule 13d-3, as in effect on the date hereof, promulgated
under the Securities and Exchange Act of 1934, as amended.
4. Successors and assigns: The restrictions set forth herein shall be
binding upon the parties, their successors, assigns, legal
representatives, distributees, and any other person, whether a natural
person or a legal entity, who shall be vested with any interest in the
Restricted Shares.
5. Shares to be Legended: The shares subject to this Agreement shall be
marked with a prominent legend stating that such shares are subject to
the terms and conditions hereof, and may only be transferred subject
to the prior presentation of a legal opinion of counsel to the
transferor, satisfactory to Pipeline and its counsel, to the effect
that any such transfer may be validly effected under the terms of this
Agreement and other applicable law.
6. Governing law and submission to jurisdiction: By their execution
below, the parties hereto acknowledge that this Agreement shall be
governed by the internal laws of the State of New York, determined
without reference to principles of conflicts of laws, and that any
legal proceeding with respect to this Agreement shall be subject to
the jurisdiction of the federal and/or state courts located in the
Borough of Manhattan, New York
7. Counterparts and Facsimile Delivery: This Agreement may be executed in
one or more counterparts with all such counterparts to constitute but
one and the same agreement, and facsimile transmission of signature
pages shall be effective as manual delivery thereof.
8. Escrow Acknowledgement: The Sellers acknowledge that they have shares
held in escrow pursuant to an Escrow Agreement of even date herewith.
The Sellers agree and acknowledge that these share are subject to the
terms and conditions of this Agreement. It is further acknowledged
that the lock-up periods shall commence from the date their shares are
issued into the escrow account pursuant to the Escrow Agreement.
Dated as of March ___, 2002
Pipeline Data, Inc.
By:____________________
Name:
Title:
----------------------
R.Xxxxx Xxxxxx
( Shares)
Unifund Financial Group
( Shares)
---------------------
By:
Title:
---------------------
Xxxx Xxxxxxxxxx
( Shares)
---------------------
XxxXxxxxxxx X. Xxxxx
( Shares)
---------------------
Xxxxxxx Xxxxxxx Xxxxxxxx
( Shares)
---------------------
Xxxx Xxxxxxxxx
( Shares)
XxxxXxxxxx.xxx
(1,281,455 front end shares*)
(4,400,000 back end shares)**
By: _______________________
Its: _________________________
Chasm Holdings
(4,118,545 front end shares)
(1,100,000 back end shares)
By: _______________________
Its: _________________________
*XxxxXxxxxx.xxx front end distributes:
-------------------------------
Xxxx Xxxxxxx (46,233 Shares)
-------------------------------
Xxx Xxxxxxxx (46,233 Shares)
-------------------------------
Xxxx Xxxxxxx (184,200 Shares)
-------------------------------
Xxxxx Xxxxx (247,750 Shares)
--------------------------------
Xxxxxx Xxxxxxx (2,694 Shares)
---------------------------------
Xxxxx Xxxxxx (2,694 Shares)
--------------------------------
Xxxxx Xxxxxx (2,155 Shares)
-------------------------------
XxxXxxxxxxx Xxxxx (749,496 Shares)
**XxxxXxxxxx.xxx back end distributes:
---------------------------------
Xxxx Xxxxxxx (201,256 Shares)
--------------------------------
Xxx Xxxxxxxx (201,256 Shares)
--------------------------------
Xxxxx Xxxxx (988,504 Shares)
--------------------------------
Xxxxxx Xxxxxxx (10,736 Shares)
--------------------------------
Xxxxx Xxxxxx (10,736 Shares)
-------------------------------
XxxXxxxxxxx Xxxxx (2,987,512)
