EXHIBIT 4.6
LOCK-UP AGREEMENT
THIS AGREEMENT (the "Agreement"), entered into this 6th day of March
2001, is by, between, and among PayStar Communications Corporation, a Nevada
corporation (the "Company"), and Xxxxx X. XxXxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxx,
Xxxxx X. Xxxxxx, and Xxx Xxxxxx, shareholders of the Company (collectively the
"Shareholders").
RECITALS:
WHEREAS, each of the shareholders has received restricted shares of
common stock of the Company under its 2000 Stock Option/Stock Issuance Plan
(the "Plan");
WHEREAS, the Company is proposing to file a registration statement on
Form S-8 to register the exercise of options granted under the plan and the
resale of shares granted to the Shareholders;
WHEREAS, to assist the Company in maintaining an orderly market for its
common stock, each of the undersigned is willing to lock-up one-half of his
shares received in the stock issuance under the Plan, subject to the terms of
this Agreement;
NOW, THEREFORE, in consideration of the mutual terms and conditions of
this Agreement, the parties hereto agree as follows:
1. Until July 31, 2001, each of the Shareholders shall not offer or
sell the shares of the Company's common stock designated below, which shares
were issued to the Shareholders as stock grants under the Plan:
Name No. of Shares
Xxxxx X. XxXxxxx 25,000
Xxxxx Xxxxxxx 25,000
Xxx Xxxxxxx 50,000
Xxxxx X. Xxxxxx 25,000
Xxx Xxxxxx 25,000
2. The Company shall use its best efforts to prepare and file a
registration statement on Form S-8 which shall include all of the shares
issued to the shareholders under the Plan and shall use its best efforts to
maintain the effectiveness of the registration statement at least until
December 31, 2001, or until all of the foregoing shares are resold, whichever
shall first occur.
3. Notwithstanding the foregoing, any of the Shareholders may make a
transfer of any of the shares to one or more members of his immediate family,
provided that the transferee shall expressly agree to be bound by the
obligations of the undersigned pursuant to this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the day
and year first above written.
COMPANY: PayStar Communications Corporation
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Chairman
SHAREHOLDERS: /s/ Xxxxx X. XxXxxxx
Xxxxx X. XxXxxxx
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
/s/ Xxx Xxxxxx
Xxx Xxxxxx
