EXHIBIT 10.3
LOCK-UP AGREEMENT
MAC Worldwide, Inc.
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Reference is made to that certain Term Sheet (the "Term Sheet"), dated
October 26, 2004, as later amended, between MAC Worldwide, Inc., a Delaware
corporation (the "Company") and Trafficlogic, Inc., a California corporation
("Trafficlogic") relating to a proposed business combination (the "Transaction")
between the Company and Trafficlogic. In connection with the Transaction, the
Company and Trafficlgic also entered into that certain Agreement and Plan Merger
and Reorganization (the "Merger Agreement"), dated as of December 30, 2004,
pursuant to which shares of Trafficlogic's capital stock are proposed to be
exchanged for shares of common stock of the Company (the "Common Stock"). The
purpose of this letter agreement (the "Letter Agreement") is to set forth the
agreement contemplated by the Term Sheet between the Company and each of the
officers and directors of Trafficlogic and the holders of common stock of
Trafficlogic who hold five percent (5%) or more of the shares of Common Stock of
the Company immediately following the Transaction, with respect to a lock-up of
the shares of Common Stock of the Company to be held thereby. Accordingly, in
consideration of the Company and Trafficlogic entering into the Transaction, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees as follows:
1. The undersigned hereby covenants and agrees, except as provided herein, not
to (1) offer, sell, contract to sell or otherwise dispose of or (2) transfer
title to (a "Prohibited Sale") any of the shares (the "Acquired Shares") of
Common Stock acquired by the undersigned pursuant to or in connection with the
Merger Agreement, during the period commencing on the "Closing Date" (as that
term is defined in the Term Sheet) and ending on the 12-month anniversary of the
Closing Date (the "Lockup Period"), without the prior written consent of the
Company (which consent shall not be unreasonably withheld). Notwithstanding the
foregoing, the undersigned shall be permitted from time to time during the
Lockup Period, without the prior written consent of the Company, as applicable,
(i) to engage in transactions in the shares of Common Stock the undersigned may
acquire pursuant to the Company's stock option plan (ii) to transfer all or any
part of the Acquired Shares to any family member, for estate planning purposes
or to an affiliate thereof (as such term is defined in Rule 405 under the
Securities Exchange Act of 1934, as amended), provided that such transferee
agrees with the Company to be bound hereby, and in any transaction in which
holders of the Common Stock of the Company participate or have the opportunity
to participate pro rata, including, without limitation, a merger, consolidation
or binding share exchange involving the Company, a disposition of the Common
Stock in connection with the exercise of any rights, warrants or other
securities distributed to the Company's stockholders, or a tender or exchange
offer for the Common Stock, or (iii) to pledge any of the Acquired Shares to
secure bona fide indebtedness or other financial obligations, which shares may
be offered and sold by the pledge free of the restrictions of this Letter
Agreement upon foreclosure by or on behalf of such pledge, and no transaction
contemplated by the foregoing clauses (i), (ii) or (iii) shall be deemed a
Prohibited Sale for purposes of this Letter Agreement.
2. This Letter Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to its conflict of laws
principles.
3. This Letter Agreement will become a binding agreement among the undersigned
as of the Closing Date. This Letter Agreement (and the agreements reflected
herein) may be terminated by the mutual agreement of the Company and the
undersigned, and if not sooner terminated, will terminate upon the expiration
date of the Lockup Period. This Letter Agreement may be duly executed by
facsimile and in any number of counterparts, each of which shall be deemed an
original, and all of which together shall be deemed to constitute one and the
same instrument. Signature pages from separate identical counterparts may be
combined with the same effect as if the parties signing such signature page had
signed the same counterpart. This Letter Agreement may be modified or waived
only by a separate writing signed by each of the parties hereto expressly so
modifying or waiving such agreement.
Very truly yours,
Signature:
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Print Name:
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Address:
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Date:
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