LOCKUP AGREEMENT
----------------
August __, 2003
TS Electronics Corporation ("TSEC")
TS Electronics, XinMao Xxxxxxxxxx Xxxx, X0, Xxxxx 0X-XXxxxxxx, Xxxxx
and
Xxxxxx Xxxxx, C.L.A.S. (the "Custodian")
Fuller, Tubb, Xxxxxxx and Xxxxxx
000 Xxxxxx X. Xxxx Xxx., Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned shareholder ("Shareholder") is the legal and beneficial
owner or the holder of record, as applicable, of shares of Common Stock, as
indicated on the execution page of this Agreement (the "Shares"), of the company
(the "Company") reorganized pursuant to that certain Reorganization Agreement
dated as of July 31, 2003 among TSEC, Softstone, Inc. ("SOFS") and those certain
parties thereto (the "Reorganization", and such agreement referred to herein as
the "Reorganization Agreement").
During a period equal to the earlier to occur of (1) the expiration of nine
months following the Closing Date of the Reorganization Agreement (as such term
is defined therein) or (2) the date that the SEC declares effective a
registration statement filed to register for resale shares of the Company sold
in a private-investment-in-a-public-entity transaction to certain institutional
or other investors after such Closing Date ("the Lockup Period"), during which
period the Company will offer to sell shares of its common stock to investors
pursuant to an exemption from registration pursuant to Rule 506 of Regulation D
under Section 4(2) of the Securities Act, for good and valuable consideration,
Shareholder hereby irrevocably agrees that without the prior written consent of
a duly designated representative of the Company (which consent may not be
unreasonably withheld) Shareholder will not sell, offer to sell, solicit an
offer to buy, contract to sell, loan, pledge, grant any option to purchase, or
otherwise transfer or dispose of (collectively, a "Disposition") the Shares
during the Lockup Period. The foregoing restriction is expressly agreed to
prevent Shareholder from engaging in any hedging, pledge, or other transaction
which is designed to, or which may reasonably be expected to lead to or result
in a Disposition of the Shares during the Lockup Period even if such Shares
would be disposed of by someone other than Shareholder. Such prohibited
hedging, pledge, or other transaction would include, without limitation, any
short sale (whether or not against the box), any pledge of shares covering an
obligation that matures, or could reasonably mature during the Lockup Period, or
any purchase, sale, or grant of any right (including, without limitation, any
put or call option) with respect to any of the Shares or with respect to any
Exhibit 10.6
Page 1 of 2 Pages
security (other than a broad-based market basket or index) that includes,
relates to, or derives any significant part of its value from the Shares.
Notwithstanding the foregoing, Shareholder may transfer or otherwise
dispose of the Shares as a gift, provided that the donee thereof agrees to be
bound by the terms of this Agreement.
As a further restriction, Shareholder agrees that during the term of this
Lockup Agreement the Shares that are the subject of this Agreement shall be
retained in the custody of Xxxxxx Xxxxx, CLAS, whose address is set forth below.
Upon the expiration of the Lockup Period, such Shares will be released and
delivered to the address provided below.
Shareholder acknowledges that the Custodian may reasonably rely upon the
representations set forth in this Agreement. Shareholder agrees that the
provisions of this Agreement shall be binding upon the successors, assigns,
heirs, personal and legal representatives of Shareholder. Further, Shareholder
hereby agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Shares except in compliance
with this Agreement.
Very truly yours,
_________________________________
_________________________________
(Print Shareholder Name)
Number of Shares held___________
Delivery address for Shares after Lockup
_____________________________
_____________________________
_____________________________
AGREED: Custodian:
__________________________________
Xxxxxx Xxxxx, CLAS
Fuller, Tubb, Xxxxxxx and Xxxxxx
000 Xxxxxx X. Xxxx Xxx., Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
Exhibit 10.6
Page 2 of 2 Pages
