LOCK-UP AGREEMENT
This Lock-Up Agreement ("Agreement") is made as of
December 22, 1995, by and among A. Xxxxxxx Xxxxxxxx, Xxxx
Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx
Xxxxx and Xxxxx Xxxxxxx (each a "Shareholder" and
collectively, the "Shareholders"), and Analytical Surveys,
Inc., a Colorado corporation (the "Company"). Any
transferee of a Shareholder that is a "family member" (as
defined below) of such Shareholder, will for all purposes of
this Agreement be deemed a Shareholder.
Recitals
A. The Company, Intelligraphics, Inc.
("Intelligraphics") and A. Xxxxxxx Xxxxxxxx ("Xxxxxxxx")
have entered into an Asset Purchase Agreement dated as of
December 22, 1995 (the "Purchase Agreement") pursuant to
which the Company will purchase substantially all of the
assets of Intelligraphics in exchange for approximately
$3,450,000 in cash, as adjusted, and 230,000 restricted
shares of Company common stock (the "Shares"). Certain of
the Shares will be distributed to Xxxxxxxx in partial
satisfaction of certain loans Xxxxxxxx has made to
Intelligraphics. The remainder of the Shares will be
distributed to key management personnel of Intelligraphics
in consideration for their services to Intelligraphics.
Pursuant to an Escrow Agreement dated December 22, 1995
between the Company, Intelligraphics, Xxxxxxxx and Bank One,
Colorado, NA, the Company will transfer $250,000 and 70,000
Shares directly into escrow.
B. The Shareholders own the Shares as follows:
Shareholder Shares
A. Xxxxxxx Xxxxxxxx 179,200
Xxxx Xxxxxx 6,769
Xxxxxxx Xxxxxxx 13,537
Xxxxx Xxxxxx 10,187
Xxxxx Xxxxx 6,769
Xxxxx Xxxxx 6,769
Xxxxx Xxxxxxx 6,769
C. The Shares are subject to a Voting Trust Agreement
dated December 22, 1995, between the Shareholders, the
Company and certain individuals who are members of the board
of directors of the Company, as trustee (the "Voting Trust
Agreement") which governs the voting rights of the Shares,
including without limitation, the provisions of Section 18
of the Voting Trust Agreement which requires the delivery of
the Shares or proceeds from the sale of Shares by Xxxxxxxx
in certain circumstances to Bank One, Milwaukee, N.A.
D. The Shareholders and the Company have entered into
a Registration Rights Agreement dated December 22, 1995 (the
"Registration Rights Agreement") pursuant to which the
Shareholders have been granted "piggy-back" registration
rights.
E. The parties desire to limit the transfer of the
Shares in the manner set forth in this Agreement.
Agreement
In consideration of the mutual promises contained in
this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. General Restriction on Transfer. From the date of
this Agreement to, and including, December 22, 1999 (the
"Term"), except as expressly provided in this Agreement, no
Shareholder may transfer any of the Shares or any interest
in the Shares. For purposes of this Agreement, "transfer"
includes any sale, gift, pledge, or other disposition, by
voluntary act of a Shareholder or by operation of law, as a
result of which any person acquires or obtains a right to
acquire any interest in or rights in respect of the Shares.
2. Transfers to Family Members.
a. During the Term, any Shareholder may transfer
any or all of his Shares to a "family member." For purposes
of this Agreement, "family member" means such Shareholder's
spouse, ancestor, descendant (whether by blood or adoption),
spouse of any such descendant, or any trust for the sole
benefit of any one or more of such individuals.
b. Any family member may transfer any or all of
his or her Shares to another family member of the
Shareholder who owned such Shares as of the date of this
Agreement.
c. A transfer to a family member is not
effective until such family member executes a document in
the form of Exhibit A to this Agreement by which such family
member agrees to be bound by the terms of this Agreement and
the Voting Trust Agreement.
3. Shareholder Piggyback Registration Rights. During
the period beginning the date of this Agreement and ending
December 22, 1997, each Shareholder may transfer his Shares
pursuant to the terms of the Registration Rights Agreement.
4. Transfers in Connection with Shareholder Approved
Transactions. During the Term, a Shareholder may transfer
any or all of his Shares in connection with a transaction
approved by a vote of the shareholders of the Company, or if
a majority of shareholders of the Company tender their
shares to the Company in connection with a tender offer
accepted by the Company, the Shareholders may tender their
Shares to the Company in connection with such tender offer.
5. Offers to Sell.
a. From the period beginning December 22, 1997,
through the remainder of the Term (the "Permitted Sales
Period"), a Shareholder may transfer Shares under the
provisions of this Section 5.
b. If a Shareholder desires to sell Shares
during the Permitted Sales Period , the Shareholder will
first offer such Shares to the Company. The offer will be
in writing and will specify the number, class (if
applicable) and price of the Shares being offered. The
purchase price per share will be the average of the closing
bid and asked prices for one share of common stock of the
Company, as reported on the National Market System of NASDAQ
for the twenty business days preceding the date the offer to
sell is made (the "Notice Date"). If, on the Notice Date,
the Shares are not traded on NASDAQ, the board of directors
of the Company will determine a substantially equivalent
method for determining the purchase price for the Shares.
The Shareholder or Shareholders who make the offer (whether
one or more, the "Offering Shareholder") will send the offer
to the Company, and the Company will have a period of ten
business days after the receipt of the offer from the
Offering Shareholder to accept the offer by giving notice of
acceptance to the Offering Shareholder (the "Acceptance
Period"). Each acceptance will indicate the number of
Shares as to which the offer is accepted (which may be less
than or equal to the number of Shares that the Offering
Shareholder initially proposes to sell). If the Company
does not accept the offer in a timely manner, the Company
will be deemed to have rejected the offer. If the Company
accepts the offer as to less than all of the Shares that the
Company had the right to purchase, the Company will be
deemed to have rejected the offer with respect to the
balance of such Shares.
c. If the Offering Shareholder's offer is
accepted with respect to any or all of the offered Shares,
the closing of the sale will occur at the principal offices
of the Company, at a time and date specified by the Company,
but, in any event, such closing will occur within sixty days
after the end of the Acceptance Period. At the closing, the
Offering Shareholder will deliver certificates representing
the Shares to be sold, free of any lien, claim, encumbrance
or restriction, other than restrictions imposed by this
Agreement or the Voting Trust Agreement, against payment of
the purchase price by the Company by cashier's check or
other means acceptable to the Offering Shareholder.
d. If any of the offered Shares are not
purchased by the Company as provided above, the Offering
Shareholder will be free to sell any or all of the remaining
offered Shares to a third party for a period of sixty days,
after which period the procedures of this Section 5 must be
reinitiated for any sale of Shares by such Offering
Shareholder.
e. The provisions of this Section 5 will not
apply to the extent that sales of Shares by a Shareholder
(aggregated with all sales of Shares made by all family
members of such Shareholder and the Shareholder) are less
than 5,000 Shares in any ninety day period. If the
foregoing restriction applies, the restriction will apply to
the first attempted sale of Shares in excess of 5,000
Shares.
6. Sale Volume Limitations. During the Permitted
Sales Period, except for sales by a Shareholder to a family
member of such Shareholder or a sale by a Shareholder
pursuant to the Registration Rights Agreement, but including
any sales of Shares to the Company under Section 5, the
number of Shares sold by a Shareholder in any ninety day
period may not exceed the greater of the following:
a. one percent of the shares of common stock of
the Company outstanding as shown by the most recent report
or statement published by the Company; or
b. the average weekly reported volume of trading
of common stock of the Company on all national securities
exchanges and/or reported through the automated quotation
system of a registered securities association during the
four calendar weeks preceding the Notice Date; or
c. the average weekly reported volume of trading
of common stock of the Company reported through the
consolidated transaction reporting system, contemplated by
Rule 11Aa3-1 under the Securities Exchange Act of 1934, as
amended, during the four calendar weeks preceding the Notice
Date.
All sales within the applicable period by all family members
of a Shareholder will be included in the calculation of
Shares sold by such Shareholder.
7. Endorsement on Stock Certificates. All stock
certificates representing Shares will bear the following
legend:
"The stock represented by this certificate is transferable only
in com
with the Company. Any transferee of the stock represented by
this cer
with that Agreement as to such transfer and agree to be bound by
that
8. Sale of Assets, Redemption or Liquidation.
Nothing contained in this Agreement will limit the Company's
ability, in accordance with applicable law, to sell or
otherwise dispose of all or substantially all of its assets,
to redeem all or any part of the stock held by any
Shareholder, or to liquidate, either partially or
completely.
9. Notices. Any notice to the Shareholders or the
Company required under this Agreement will be deemed to have
been given to the respective party if delivered personally,
or upon receipt of such notice mailed first class, postage
prepaid, registered or certified mail, return receipt
requested, to the Shareholders and to the Company as set
forth below:
To the Shareholders: A. Xxxxxxx Xxxxxxxx
000 Xxxx Xxxxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
Xxxx Xxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxx
000 X00000 Xxxxxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxx
W316 00000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxx
000 Xxxxxx Xxxxx, #X
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
To the Company: Analytical Surveys, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
with a copy to: Xxxxxx X. Xxxxxxx, P.C.
Suite 310
128 South Tejon
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
or to such other address as each party may designate by
notice in writing to the other parties as provided above.
10. Dispute Resolution. All disputes arising out of
or related to this Agreement, including any claims that all
or any part of this Agreement is invalid, illegal, voidable,
or void, will be settled by arbitration, pursuant to an
Arbitration Agreement between the Company, Intelligraphics,
the Shareholders, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, the
members of the board of directors of the Company who are
voting trustees under the Voting Trust Agreement and Bank
One, Colorado, NA dated December 22, 1995.
11. General Provisions.
(a) Entire Agreement. This Agreement constitutes
the entire agreement among the parties with respect to the
subject matter of this Agreement and supersedes all other
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of
this Agreement.
(b) Benefit. This Agreement will be binding upon
and inure to the benefit of the parties, their personal
representatives, successors and assigns.
(c) Amendment. This Agreement may be amended at
any time and from time to time by a written instrument
signed by all of the parties to this Agreement.
(d) Governing Law. The laws of the State of
Colorado will govern this Agreement and the construction of
any of its terms.
(e) Original. This Agreement will be signed in
one original, which will be deposited with the Company at
its registered office.
(f) Photocopies. A photocopy of this Agreement
will be delivered to the Company and to each Shareholder.
(g) Transfer to Bank One, Milwaukee, N.A.. The
parties to this Agreement acknowledge and agree that
Xxxxxxxx may transfer his Shares or any interest in the
Shares to Bank One, Milwaukee, N.A. (the "Bank") and hereby
consent to such transfer upon the Bank's execution of an
agreement satisfactory to the parties to this Agreement
pursuant to which the Bank agrees to be bound by the terms
of this Agreement.
SHAREHOLDERS
/s/ A. Xxxxxxx Xxxxxxxx
A. Xxxxxxx Xxxxxxxx
Xxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxx
COMPANY
ANALYTICAL SURVEYS, INC.
By: /s/ Xxxxxx X.Xxxxxx
Title: President and Chief
Executive Officer
EXHIBIT A
Document To Be Signed By Transferee
The undersigned, being a transferee of shares of
the common stock of Analytical Surveys, Inc. (the
"Company"), hereby agrees to be bound by all of the terms of
a Lock-Up Agreement (the "Agreement") dated December 22,
1995, between the Company and the Shareholders (as defined
in the Agreement) and a Voting Trust Agreement dated
December 22, 1995, between the Company, the Shareholders and
certain individuals who are members of the board of
directors of the Company, as trustee (the "Voting Trust
Agreement"). The undersigned acknowledges that he or she
will for all purposes be deemed a "Shareholder" (as defined
in the Agreement) and that the Agreement and the Voting
Trust Agreement will apply to all Shares of the Company now
owned or hereafter acquired by the undersigned. The
undersigned's address and FAX number for purposes of Section
9 of the Agreement are set forth below:
___________________________________________
(Type or Print Name)
___________________________________________
(Xxxxxx Xxxxxxx)
___________________________________________
(City, State and Zip Code)
___________________________________________
(Facsimile Number)
___________________________________________
(Signature)
___________________________________________
(Date)
