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EXHIBIT 10.17
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT ("Agreement"), is entered into and effective as
of the 5th day of August, 1998 by and among Xx. Xxxxxxx X. Xxxxxxx and Xxx.
Xxxxxx X. Xxxxxxx (the "Stockholders") and ICARUS International, Inc.
("Issuer").
RECITALS
WHEREAS, the Stockholders are now, or may become, the legal and beneficial
owners of a certain amount of the Issuer's Stock (as defined herein);
WHEREAS, the Issuer has proposed to offer a maximum of 2,000,000 shares of
its common stock, $.01 par value per share (the "Common Stock") to the public in
an initial public offering (not including the underwriters' over-allotment
option) ("Offering");
WHEREAS, in order to comply with the conditional approval of the Nasdaq
Stock Market, Inc. (the "Nasdaq"), to list the Common Stock on the Nasdaq
National Market System and for other substantial business reasons, the
Stockholders believe it is in their best interests to make provision for future
dispositions of shares of Stock by the Stockholders and certain other matters;
WHEREAS, the Board of Directors of the Issuer (without the participation
of the Stockholders) believes that this Agreement is in the best interests of
the Issuer;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained within this document, the parties agree as follows:
1. DEFINITIONS
a. For the purposes of this Agreement only, the term "Stock" shall mean
all shares of Common Stock of the Issuer, whether held beneficially or of
record, which presently are held or shall come to be held during the Lock-Up
Period (as defined herein), by virtue of the exercise of any options, warrants
or other rights, including a right of conversion, by the Stockholders, including
shares to be purchased in the Offering and any after-acquired shares purchased
in the open market during the Lock-Up Period.
b. For the purpose of this Agreement only, the term "Sell" or "Sale" shall
mean any type of sale, transfer, gift, assignment, pledge, hypothecation, or any
other disposition of the Stock, in any manner, whether or not for consideration,
except a transfer pursuant to a will or the laws of descent and distribution.
2. LOCK-UP
a. Without the prior written consent of the Nasdaq and the Board of
Directors (without the participation of the Stockholders) of the Company in
their sole discretion, the Stockholders hereby covenant and agree not to Sell
any Stock for a period of two (2) years
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following the effective date of the Offering (the "Lock-Up Period").
b. The restriction on the Sale of the Stock shall not apply to any Sale of
Stock in connection with the acquisition of the Issuer's Common Stock by a
person or entity not affiliated with the Stockholders in the context of a
merger, consolidation, share exchange or other extenuating corporate transaction
pursuant to which a "change of control" of the Company would occur, nor to any
Sale of Stock to pay estate taxes nor to any Sale of Stock which may be
permitted by the Board of Directors (without the participation of the
Stockholders) for "hardship" reasons, which reasons may include, but shall not
be limited to, personal support and maintenance of the Stockholder, medical
bills, long-term care or other financial emergencies, provided that any such
Sale shall be made in compliance with applicable law and regulation.
c. Following the Lock-Up Period, the Stockholders shall be free to Sell
all or a portion of the Stock, at any time or from time to time, provided that
any such Sale shall be made in compliance with applicable law and regulation.
3. LEGENDS
a. The Issuer shall cause a notice to be placed on the face of each Stock
certificate covered by the terms of this Agreement, stating that the Sale of the
Stock evidenced by the certificate is restricted in accordance with the
conditions set out on the reverse side of the certificate.
b. During the term of this Agreement, each certificate representing shares
of Stock of the Issuer now or hereafter held by a Stockholder shall bear the
following legend:
"The sale, transfer, gift, assignment, pledge or hypothecation of
the shares of Common Stock evidenced by this certificate are subject
to certain restrictions until August 14, 2000, pursuant to an
agreement between the shareholder and the issuer. The agreement is
on file with the issuer and the stock transfer agent from which a
copy is available upon request without charge. On August 15, 2000,
this restriction shall terminate automatically and without the need
for any action to be taken by either the shareholder or the issuer."
4. FILING
The Stockholders shall cause a manually signed copy of this Agreement to
be filed with the Nasdaq promptly after the execution thereof.
5. MODIFICATION
The terms and conditions stated in this Agreement may be modified only by
a written document signed by all parties and approved by the Nasdaq.
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6. TERMINATION
This Agreement will terminate automatically and without the need for any
action to be taken by either the Stockholders or the issuer on August 15, 2000.
The Company may instruct its transfer agent to disregard the legend set forth in
Section 3(b) on and after said date.
7. COUNTERPARTS
To facilitate execution, the Agreement may be executed in more than one
counterpart, each of which shall constitute an original and all of which shall
constitute one and the same Agreement.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof. This Agreement may not be assigned by any
party. This Agreement shall inure to the benefit of and be binding upon the
parties hereto but shall not bind the heirs, executors, personal representatives
or estates of the Stockholders. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Maryland.
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page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.
ICARUS INTERNATIONAL, INC.
Witness: /s/ By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, Director
Member, Compensation Committee
STOCKHOLDERS
Witness: /s/ By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Stockholder
Witness: /s/ By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Stockholder
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