EXHIBIT 10.2
CHANGE TECHNOLOGY PARTNERS, INC.
LOCK-UP AGREEMENT
March 1, 2001
Change Technology Partners, Inc.
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxx, President
Dear Sirs:
Pursuant the Agreement and Plan of Merger dated March 1, 2001
(the "MERGER AGREEMENT") among Change Technology Partners, Inc. ("PARENT"), a
Delaware corporation, Iguana Studios I, Inc. ("SUB"), a Delaware corporation,
Iguana Studios, Inc. (the "COMPANY"), a Delaware corporation, and those persons
listed on Exhibit A hereto (the "EXHIBIT A SHAREHOLDERS"), the Company will be
merged with and into Sub and the Sub shall continue as the surviving
corporation. Pursuant to the Merger Agreement, the Exhibit A Shareholders and
those persons listed on Exhibit B hereto (the "Exhibit B Shareholders"; together
with the Exhibit A Shareholders, collectively, the "SHAREHOLDERS"), became
Shareholders of Parent.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Exhibit A
Shareholders hereby agrees that, notwithstanding any provision of the
Stockholders Agreement dated March 1, 2001, by and between Parent, and the
stockholders identified on Exhibit A thereto (the "STOCKHOLDERS AGREEMENT"),
to the contrary, all of the shares of Common Stock of Parent held by such
Exhibit A Shareholder and each of his Permitted Transferees (as defined in the
Stockholders Agreement) shall not be transferable to any third party during
the period commencing on the date hereof and ending 24 months thereafter. All
of the provisions of this Lock-Up Agreement with respect to Exhibit A
Shareholders shall apply to all of the shares Common Stock and Common Stock
Equivalents (as defined in the Stockholders Agreement) now owned or which may
be issued or transferred hereafter to an Exhibit A Shareholder in consequence
of any additional issuance, purchase, exchange or reclassification of any of
such shares or Common Stock Equivalents, corporate reorganization, or any
other form of recapitalization, consolidation, merger, share split or share
dividend, or which are acquired by an Exhibit A Shareholder in any other
manner.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Exhibit B
Shareholders hereby agree that, notwithstanding any provision of the
Stockholders Agreement to the contrary, all of the shares of Common Stock of
Parent held by such Exhibit B Shareholder and each of his Permitted
Transferees shall not be transferable to any third party during the period
commencing on the date hereof and ending 12 months thereafter. All of the
provisions of this Lock-Up Agreement with respect to Exhibit B Shareholders
shall apply to all of the shares Common Stock and Common Stock Equivalents
now owned or which may be issued or transferred hereafter to an Exhibit B
Shareholder in consequence of any additional issuance, exchange or
reclassification of any of such shares or Common Stock Equivalents, corporate
reorganization, or any other form of recapitalization, consolidation, merger,
share split or share dividend.
Notwithstanding the immediately preceding two paragraphs,
this Agreement shall not prohibit (a) any pledge of shares of Common Stock in
connection with a bona fide loan transaction which does not permit the
pledgee, directly or indirectly, to offer, sell, contract to sell or otherwise
dispose of any interest in such shares or securities during the effective term
of this Agreement; (b) a bona fide gift or gifts provided that a Shareholder
provides written notice of such gift or gifts to Parent and the donee or
donees thereof agree in writing to be bound by the restrictions set forth
herein; (c) transfers upon the death of a Shareholder to his executors,
administrators, testamentary trustees, legatees or beneficiaries, provided
that, in each case, any such transferee shall be bound by the provisions of
this Agreement, (d) transfers made by a Shareholder to a trust or
custodianship the beneficiaries of which include the Shareholder, his spouse
or his descendants (biological or adoptive); provided that the transferee or
transferees agree in writing to be bound by the restrictions set forth herein.
In furtherance of the foregoing, Parent and its transfer
agent are hereby authorized to decline to make any transfer of such shares of
Common Stock or Common Stock Equivalents if such transfer would constitute a
violation or breach of this Agreement.
Article VII of the Merger Agreement is incorporated by
reference herein as if fully set forth herein.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
Exhibit A Shareholders and
Exhibit B Shareholders
/s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx, as attoney-in-fact
Agreed and Accepted as of the date first above written:
Change Technology Partners, Inc.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: President
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EXHIBIT A
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FOUNDER SHAREHOLDERS
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EXHIBIT B
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NON-FOUNDER SHAREHOLDERS
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