EXHIBIT 4.3
PROMOTIONAL SHARES LOCK-IN AGREEMENT
I This Promotional Shares Lock-In Agreement (this "Agreement"), which was
entered into on the day of January, 2000, by and between Precis Smart
Card Systems, Inc. ("Issuer"), whose principal place of business is
located in Oklahoma, and Xxxx X. Xxxx, Xxxxx X. Xxxxxx, Xxxxxx X
Xxxxxxxxxx, and Xxxxxxx X. Xxxxxxxxx (each a "Security Holder")
witnesses that:
(1) Issuer has filed an application with the Securities
Administrator of the State of Oklahoma ("Administrator") to
register certain of its Equity Securities for sale to public
investors who are residents of the State of Oklahoma
("Registration");
(2) The Security Holder is the owner of the shares of common stock
or similar securities and/or possesses convertible securities,
warrants, options or rights which may be converted into, or
exercised to purchase shares of common stock or similar
securities of Issuer;
(3) As a condition to Registration, Issuer and Security Holder
("Signatories") agree to be bound by the terms of this
Agreement.
II THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, directly or indirectly,
PROMOTIONAL SHARES as defined in the North American Securities
Administrators Association ("NASAA") Statement of Policy on Corporate
Securities Definitions and all certificates representing stock
dividends, stock splits, recapitalizations, and the like, that are
granted to, or received by, the Security Holder while the PROMOTIONAL
SHARES are subject to this Agreement (the "Restricted Securities").
Beginning two years from the completion date of the public offering,
two and one-half percent (2 1/2%) of the Restricted Securities may be
released each quarter pro rata among the Security Holders. All
remaining Restricted Securities shall be released from escrow on the
anniversary of the fourth year from the completion date of the public
offering.
III THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of Issuer's
assets or securities (including by way of tender offer), or
any other transaction or proceeding with a person who is not a
Promoter, which results in the distribution of Issuer's assets
or securities ("Distribution"), while this Agreement remains
in effect that:
1. All holder of Issuer's EQUITY SECURITIES will
initially share on a pro rata, per share basis in the
Distribution, in proportion to the amount of cash or
other consideration that they paid per share for
their EQUITY SECURITIES (provided that Administrator
has accepted the value of the other consideration),
until the shareholders who purchased Issuer's EQUITY
SECURITIES pursuant to the public offering ("Public
Shareholders") have received, or have had irrevocably
set aside for them, an amount that is equal to one
hundred percent (100%) of the public offering's price
per share times the number of shares of EQUITY
SECURITIES that they purchased pursuant to the public
offering and which they still hold at the time of the
Distribution, adjusted for stock splits, stock
dividends, recapitalizations and the like; and
2. All holder of Issuer's EQUITY SECURITIES shall
thereafter participate on an equal, per share basis
times the number of shares of EQUITY SECURITIES they
hold at the time of the Distribution, adjusted for
stock splits, stock dividends, recapitalization and
the like.
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3. The Distribution may proceed on lesser terms and
conditions than the terms and conditions stated in
paragraphs 1 and 2 above if a majority of the EQUITY
SECURITIES THAT ARE NOT HELD BY SECURITY HOLDERS,
OFFICERS, DIRECTORS OR Promoters of Issuer, or their
associates or affiliates vote, or consent by consent
procedure, to approve the lesser terms and
conditions.
B. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of Issuer's
assets or securities (including by way of tender offer), or
any other transaction or proceeding with a person who is a
Promoter, which results in a Distribution while this Agreement
remains in effect, the Restricted Securities shall remain
subject to the terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of
any court of competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security
Holder's estate. The hypothecated Restricted Securities shall
remain subject to the terms of this Agreement. Restricted
Securities may not be pledged to secure any other debt.
E. Restricted Securities may be transferred by gift to the
Security Holder's family members, provided the Restricted
Securities shall remain subject to the terms of this
Agreement.
F. With the exception of paragraph A.3 above, the Restricted
Securities shall have the same voting rights as similar EQUITY
SECURITIES not subject to the Agreement.
G. A notice shall be placed on the face of each stock certificate
of the Restricted Securities covered by the terms of the
Agreement stating that the transfer of the stock evidenced by
the certificate is restricted in accordance with the
conditions set forth on the reverse side of the certificate;
and
H. A typed legend shall be placed on the reverse side of each
stock certificate of the Restricted Securities representing
stock covered by this Agreement which states that the sale or
transfer of the shares evidenced by the certificate is subject
to certain restrictions until January , 2004, pursuant to an
agreement between the Security Holder (whether beneficial or
of record) and the Issuer, which agreement is on file with
Issuer and the stock transfer agent from which a copy is
available upon request and without charge.
I. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrator (the
"Effective date"). The term of this Agreement shall terminate
on the later of (A) the Administrator's receipt of not less
than 10 days' advance written notice of the occurrence or
upcoming occurrence of any one of the occurrences set forth in
(B) immediately below, and (B) the occurrence of any one of
the following:
1. The anniversary of the fourth year from the
completion date of the public offering; or
2. The date the Registration has been terminated if no
securities were sold pursuant thereto; or
3. If the Registration has been terminated, the date
that checks representing all of the gross proceeds
that were derived therefrom and addressed to the
public investors have been placed in the U.S. Postal
Service with first class postage affixed; or
4. The date the securities subject to this Agreement
become "Covered Securities," as defined under the
National Securities Markets Improvement Act of 1996.
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J. This Agreement to be modified only with the written approval
of the Administrator.
IV THEREFORE, Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the
Signatories to be filed with the Administrator prior to the
Effective Date;
B. Copies of the Agreement and a statement of the per share
initial public offering price to be provided to the Issuer's
stock transfer agent;
C. Appropriate stock transfer orders to be placed with Issuer's
stock transfer agent against the sale or transfer of the
shares covered by this Agreement prior to its expiration,
except as may otherwise be provided in this Agreement;
D. The above stock restriction legends to be placed on the
periodic statement sent to the registered owner if the
securities subject to this Agreement are uncertificated
securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed this
Agreement in the capacities and on the dates, indicated.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
"Issuer" PRECIS SMART SYSTEMS, INC.
By:
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Xxxxx X. Xxxxxx
Chief Executive Officer
"Security Holder"
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Xxxx X. Xxxx
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Xxxxx X. Xxxxxx
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Xxxxxx X Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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