LOCK-UP AND VOTING TRUST AGREEMENT
EXHIBIT
10.2
This
Lock-up and Voting Trust Agreement (this “Agreement”) is made and entered
into as of July 31, 2007, by and between Worldwide Strategies Incorporated,
a
Nevada corporation (“WWSI”), Centric Rx, Inc., a Nevada corporation
(“CENTRIC”), and the group consisting of Xxx Xxxxxx, Xxxx Xxxxxx, J.
Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian
corporation, Xxxxx Xxxxxxxx, and Xxxx Xxxx (the
“Shareholders”). WWSI, CENTRIC, and
the CENTRIC
Shareholders are sometimes individually referred to as a “Party” and
collectively as the “Parties.”
WHEREAS,
it is a condition to that certain Share Exchange Agreement by and among WWSI,
CENTRIC, and the CENTRIC Shareholders, executed on June 28, 2007 (the “Share
Exchange”), that the Parties enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and in consideration of the mutual
promises set forth herein, the sufficiency of which is hereby acknowledged,
the
Parties agree as follows:
1. Lock-up. The
CENTRIC Shareholders will not offer to sell, contract to sell, or otherwise
sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a “Disposition”) any WWSI Common Stock, any options or
warrants to purchase any WWSI Common Stock or any securities convertible into
or
exchangeable for WWSI Common Stock (collectively, “Securities”) now owned
or hereafter acquired directly by the Shareholders or with respect to which
the
Shareholders have or hereafter acquire the power of disposition, otherwise
than:
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(A)
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as
a bona fide gift or gifts, provided the donee or donees thereof agree
in
writing to be bound by this
restriction,
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(B)
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as
a distribution to partners or shareholders of the Shareholders, provided
that the distributees thereof agree in writing to be bound by the
terms of
this restriction,
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(C)
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with
respect to sales or purchases of WWSI Common Stock acquired on the
open
market, or
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(D)
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with
the prior unanimous written consent of WWSI’s Board of
Directors.
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The
foregoing restrictions will terminate one year after the Closing of the
Acquisition (the “Lock-Up Period”).
The
foregoing restriction has been expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a disposition of Securities
during the Lock-Up Period, even if such Securities would be disposed of by
someone other than such holder. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or
not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Securities or with
respect to any security (other than a broad
based
market basket or index) that included, relates to or derives any significant
part of its value from Securities.
The
CENTRIC Shareholders also agree and consent to the entry of stop transfer
instructions with the WWSI’s transfer agent, without advance notice, and
registrar against the transfer of the WWSI Common Stock or Securities held
by
the CENTRIC Shareholders except in compliance with the foregoing
restrictions.
2. Grant
of Irrevocable Proxy. The Shareholders hereby grant to Xxxxx
X.X. Xxxxxxx, as agent of WWSI, with full power of substitution, an irrevocable
proxy to vote all of the shares of WWSI Common Stock held by the Shareholders
which the Shareholders would be entitled to vote at any meeting of WWSI’s
shareholders or by means of a written consent to action, during the Lock-Up
Period.
3. General
Provisions.
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(A)
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Notices. All
notices, requests, demands and other communications required or permitted
to be given hereunder shall be in writing and shall be given personally,
sent by facsimile transmission or sent by prepaid air courier or
certified
or express mail, postage prepaid to the last known address of the
recipient or to such other address or addresses as a Party may have
advised the other. Any such notice shall be deemed to have been
given (a) when received, if delivered in person, sent by facsimile
transmission and confirmed in writing within three (3) business days
thereafter or sent by prepaid air courier or (b) three (3) business
days
following the mailing thereof, if mailed by certified first class
mail,
postage prepaid, return receipt
requested.
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(B)
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Mediation. The
Parties encourage the prompt and equitable settlement of all disputes,
controversies or claims (a “Dispute”) between or among the Parties
and their affiliates including but not limited to those arising out
of or
relating to this Agreement. At any time, either Party can give
the other written notice that it desires to settle a
Dispute.
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Within
10
days of delivery of such notice, the Parties agree to cause their officers
having authority to resolve such differences to meet for two out of four
continuous days (the “Negotiation Period”).
If
a
resolution is not achieved during the Negotiation Period, the Parties agree
to
submit their Dispute to a mediator within one week of the conclusion of the
Negotiation Period to work with them to resolve their
differences. Such mediator shall be selected by mutual agreement of
the Parties. The Parties shall participate in the mediation
proceeding in good faith with the intention to settle. The mediation
shall be conducted pursuant to the rules generally used by the mediator in
the
mediator’s practice, which rules may be modified or amended with the written
consent of the Parties. No later than three business days prior to
the mediation, each Party shall deliver to the mediator all information
reasonably
required
for the mediator to understand the Dispute and the issues
presented. The mediation shall be terminated upon the first to occur
of the following: (i) the execution of a settlement agreement resolving the
Dispute by the Parties; (ii) a written declaration of the mediator to the effect
that further efforts at mediation are no longer worthwhile; or (iii) after
the
completion of two full days of mediation, a written statement of the mediator
to
the effect that the mediation proceedings are terminated. No Party
shall xxx any other Party hereto in connection with any Dispute, except for
enforcement of the negotiation and mediation process set forth herein, and
the
arbitration provisions set forth in Section 3(C) hereof shall not be applicable,
in each case, prior to termination of the Negotiation Period and of the
mediation as provided above.
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(C)
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Arbitration. Subject
to the provisions in Section 3(B), any Dispute arising out of, relating
to, or in connection with, this Agreement shall be finally settled
by
binding arbitration. The arbitration shall be conducted and the
arbitrator chosen in accordance with the rule of the American Arbitration
Association in effect at the time of the arbitration, except as they
may
be modified herein or by mutual agreement of the Parties to such
Dispute. In connection with any such arbitration, each Party
shall be afforded the opportunity to conduct discovery in accordance
with
the Federal Rules of Civil
Procedure.
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(1)
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The
seat of the arbitration shall be in Denver, Colorado. WWSI and
the Shareholders hereby irrevocably submit to the jurisdiction of
the
arbitrator in Denver, Colorado, and waive any defense in an arbitration
based upon any claim that such Party is not subject personally to
the
jurisdiction of such arbitrator, that such arbitration is brought
in an
inconvenient format, or that such venue is
improper.
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(2)
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The
arbitral award shall be in writing and shall be final and binding
on each
of the Parties to this Agreement. The award may include an
award of costs, including reasonable attorneys’ fees and
disbursements. Judgment upon the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the
Parties
or their assets. The Parties acknowledge and agree that by
agreeing to these arbitration provisions each of the Parties is waiving
any right that such Party may have to a jury trial with respect to
the
resolution of any dispute under this Agreement or the agreements
or
transactions contemplated hereby
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(D)
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Prior
Agreements. This Agreement contains the entire
agreement between the Parties and supersedes all prior agreements
entered
into by the Parties relative to the subject matter of this
Agreement.
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(E)
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(F)
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Counterparts. This
Agreement may be executed by the Parties in separate counterparts,
each of
which when so executed and delivered shall be an original, but all
such
counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all of
the
Parties.
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(G)
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New
Shareholders. Nothing in this Agreement shall restrict
WWSI from issuing or selling Securities to third persons on such
terms and
conditions as the WWSI’s Board of Directors deems
appropriate.
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(H)
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Severability. If
for any reason any portion of this Agreement shall be held to be
invalid
or unenforceable, the holding of invalidity or unenforceability of
that
portion shall not affect any other portion of this Agreement and
the
remaining portions of this Agreement shall remain in full force and
effect.
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(I)
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Counsel. The
Parties hereto acknowledge that he or she or it is aware of his or
her
right to have independent counsel review this Agreement concerning
his,
her or its rights and obligations under this Agreement prior to their
execution of the Agreement. The Parties represent: (i) that he,
she or it has consulted independent counsel, or by executing this
Agreement, waives their right to consult with an attorney concerning
this
Agreement; and (ii) that the Parties understand the terms of this
Agreement and will be bound by the terms
hereunder.
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(J)
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Defined
Terms. Unless stated otherwise, capitalized terms
herein shall have the same meaning set forth in the Share Exchange
and the
exhibits thereto.
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[Signature
Page to Follow]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
| WORLDWIDE STRATEGIES INCORPORATED | CENTRIC RX, INC. | |||
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By:
/s/
Xxxxx X.X. Xxxxxxx
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By:
/s/
Xxx Xxxxxx
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Xxxxx
X.X.
Xxxxxxx, President
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Xxx
Xxxxxx, President, CEO and Chairman
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| XXX XXXXXX | ||||
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By:
/s/ Xxx Xxxxxx
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| XXXX XXXXXX | ||||
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/s/
Xxxx Xxxxxx
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| J. JIREH, INC. | ||||
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/s/
Xxxx Xxxxxxxxx
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Authorized
Representative
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| CANADA PHARMACY EXPRESS | ||||
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/s/
Xxxx Xxxxxxx
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Authorized
Representative
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| XXXXX XXXXXXXX | ||||
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/s/
Xxxxx Xxxxxxxx
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| XXXX XXXX | ||||
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/s/
Xxxx Xxxx
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