Exhibit 3.8
Lockup Agreement
Whereas, Pipeline Data, Inc. has filed a Registration Statement with
the Securities and Exchange Commission under which it intends to sell common
stock, class A warrants, and class B warrants;
Whereas, Pipeline believes that its ability to sell such securities
will be enhanced if the individuals party hereto agree to refrain from selling
their current shareholdings in Pipeline subject to the terms and Conditions set
forth herein;
Whereas, the individuals party hereto are substantial shareholders in
Pipeline and are amenable to having their share holdings being so restricted as
they believe that a public offering will be beneficial for Pipeline;
Now therefore, in consideration of the foregoing and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Restriction of Shares for One year period: Each of the individuals
party hereto, severally and not jointly, hereby agree that during the period
commencing on the date when the Registration Statement with respect to the
above-noted securities is declared, or deemed to be effective, under the
Securities Act of 1933, as amended and associated rules thereunder, and for a
period of one year thereafter (such one year period being the "Lockup Period"),
that such individual's present beneficial holdings shareholdings (as set forth
beside the signature of such individual) in Pipeline, may not be offered, sold,
transferred, assigned, pledged, hypothecated, or otherwise alienated, nor may
any executory interest be created which would allow, or permit any of the
foregoing during the Lockup Period.
2. Definition of beneficial ownership: For the purposes of this
Agreement, "beneficial ownership" shall have the same meaning as that set forth
in Rule 13d-3, as in effect on the date hereof, promulgated under the Securities
and Exchange Act of 1934, as amended.
3. Lockup Period not to be amended or altered: The One Year Lockup
Period has been described in the Registration Statement filed by Pipeline, and
the parties hereto agree and acknowledge and agree that any amendment,
shortening or attenuation of the Lockup Period, or its terms and restrictions,
would create a possibility of material misstatement with respect to its terms as
set forth in such Registration Statement, and any amendment or alteration
purporting to do so shall be null and void.
4. Successors and assigns: The restrictions set forth herein shall be
binding upon the parties, their successors, assigns, legal representatives,
distributees, and any other person, whether a natural person or a legal entity,
who shall be vested with any interest in the Restricted Shares.
5. Shares to be Legended: The shares subject to this Agreement shall be
marked with a prominent legend stating that such shares are conditions hereof,
and may only be transferred subject to the prior presentation of a legal opinion
of counsel to the transferor, satisfactory to Pipeline and its counsel, to the
effect that any such transfer may be validly effected under the terms of this
Agreement and other applicable law.
6. Governing law and submission to jurisdiction: By their execution
below, the parties hereto acknowledge that this Agreement shall be governed by
the internal laws of the State of New York, determined without reference to
principles of conflicts of laws, and that any legal proceeding with respect to
this Agreement shall be subject to the jurisdiction of the federal and/or state
courts located in the Borough of Manhattan, New York.
7. Counterparts and Facsimile Delivery: This Agreement may be executed
in one or more counterparts with all such counterparts to constitute but one and
the same agreement, and facsimile transmission of signature pages shall be
effective as manual delivery thereof.
8. Minimum Price. Notwithstanding the foregoing, no shareholder may
offer or sell shares for less than $0.50 per share at any time.
Dated as of February 3, 2000
Pipeline Data, Inc.
By: /s/ Xxxx Xxxxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
/s/ Xxxx Xxxxxxxxxx
-------------------
Xxxx Xxxxxxxxxx
(748,750 Shares)
/s/ R.Xxxxx Xxxxxx
------------------
R.Xxxxx Xxxxxx
(350,000 Shares)
Unifund Financial Group, Inc.
By R.Xxxxx Xxxxxx
/s/ R.Xxxxx Xxxxxx
------------------
R.Xxxxx Xxxxxx, President
(998,750 Shares)
/s/ Xxxxxxx Xxxxxxxx-Xxxxx
--------------------------
Xxxxxxx Xxxxxxxx-Xxxxx
(50,000 Shares)
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
(50,000 Shares)
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
(50,000 Shares)
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
(10,000 Shares)
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
(10,000 Shares)
/s/ Xxxxxxxx Xxxxx
------------------
Xxxxxxxx Xxxxx
(5,000 Shares)
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
(2,500 Shares)
