Exhibit 4(c)
LOCK-UP AGREEMENT FOR BSI2000, INC. SHAREHOLDERS
This Lock-Up Agreement (the "Agreement") is between BSI2000, Inc. ("BSI") and
its Shareholders as listed on Exhibit A to this agreement.
Where As BSI has entered into a Merger Agreement dated April 23, 2002 with
Knowledge Foundations, Inc., a Delaware Corporation ("KFI") and
Where As the Merger Agreement requires as a condition of KFI's obligation to
close that BSI shareholders execute agreements not to sell the KFI shares they
will receive (the "KFI shares") into the public market, therefore
In Consideration of the KFI shares to be received by the Shareholders upon the
closing of the merger, BSI and its Shareholders, with respect to the KFI shares
to be received in exchange for the BSI shares held by the Shareholders (the
number of KFI shares is set forth on Exhibit A),
Agree As Follows:
1. All Officers, Directors, Affiliates, and Employees agree not to sell
their KFI shares in the public market for a period of two years from
the effective date of the merger.
2. All BSI Shareholders not covered by 1 above agree not to sell their
KFI shares in the public market for a period of one year from the
effective date of the merger. The foregoing notwithstanding, the KFI
shares to be received by D. Xxxxx Xxxxx in exchange for 250,000 BSI
shares, the KFI shares to be received by Xxxxxx Xxxxxx in exchange
for 30,000 BSI shares, and the KFI shares to be received by Xxxx
Xxxxx in exchange for 30,000 BSI shares shall be exempt from this
agreement.
3. This Agreement does not prohibit the sale of the shares which are
the subject of this Agreement from being sold in private
transactions pursuant to Section 4(1) of the Securities Act so long
as the transferee agrees to abide by the remaining term of this
Agreement. In all such transactions compliance with the terms of
this Agreement must be established to the satisfaction of the KFI.
4. Stop transfer instructions will be issued to the stock transfer
agent for all shares which are the subject of this Agreement. All
certificates representing ownership of shares with are the subject
of this Agreement will bear the following legend:
"Any sale or transfer of the shares represented by this certificate
is subject to a Lock-Up Agreement between the Company and the
shareholder. Any sale or transfer of the shares represented by this
certificate must be in accordance with the terms of the Agreement
and compliance with the terms of the Agreement must be established
to the satisfaction of the Company."
5. This Agreement will terminate with respect to all shares and
Shareholders immediately upon KFI generating $10 million in gross
revenues on a consolidated basis (including revenues generated by
BSI) subsequent to the effective date of the merger.
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The BSI shareholders agree that the number of KFI shares and certificate
numbers thereof will be added to Exhibit A immediately after the closing of the
merger.
This Agreement may be executed in counter parts and faxed signatures shall
be accepted as original signatures.
SIGNATURES
BSI2000, Inc.
By
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Xxxx Xxxxxx, President Date
SHAREHOLDERS:
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Shareholder Date
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Shareholder Date
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Shareholder Date
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Shareholder Date
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Shareholder Date
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AGREEMENT TO STAND ASIDE FROM THE PUBLIC MARKET
EXHIBIT A
BSI Shares Subject KFI Shares Subject
to the Agreement to the Agreement
Shareholder (*** denotes officer, ---------------- ----------------
director, affiliate or employee of BSI): Cert. # Shares Cert. # Shares
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