EX-10.8
LOCK-UP AGREEMENT
This Lock-up Agreement (the "Lock-Up Agreement") dated as of ______________,
2004, is by and between DataMEG Corp., a New York corporation, having usual
place of business at XXXXX XXXX XXX, XXXXX XXXX, Xxxxxx, XX 00000 ("DataMEG")
and Xxx Xxxxxx, of XXXXX XXXX XXXXX XXX XXXXXX, North Carolina ("Xxxxxx").
WHEREAS, on the date hereof, DataMEG and Xxxxxx entered into that certain
Settlement Agreement and Mutual Release ("Settlement Agreement") (capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to them in the Settlement Agreement);
WHEREAS, pursuant to Section 1 of the Settlement Agreement DataMEG shall deliver
to the Xxxxxx One Million Seven Hundred Fifty Thousand (1,750,000) shares of the
common stock, $.01 par value of DataMEG, to be subject to this Lock-Up
Agreement.
WHEREAS, as an inducement and a condition to DataMEG entering into the
Settlement Agreement, and incurring the obligations set forth therein, DataMEG
has required that Xxxxxx enter into this Lock-Up Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, terms,
covenants and conditions herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Recitals. The foregoing recitals are incorporated into and made an integral
part of this Lock-Up Agreement.
2. Lock-up. DataMEG entered into the Settlement Agreement and Mutual Release in
reliance upon the covenants of Xxxxxx contained herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged, Xxxxxx agrees,
for the benefit of DataMEG, that in each calendar month, for as long as Xxxxxx
holds the Option or the shares subject to the Option (the "Lock-Up Period"), not
to offer to sell, contract to sell or otherwise sell, dispose of loan, pledge or
grant any rights with respect to (collectively, a "Disposition") any number of
shares of common stock, $.01 par value of the DataMEG ("Common Stock"), any
options or warrants to purchase any shares of Common Stock or any securities
convertible into or exchangeable for shares of Common Stock (collectively,
"Securities"), now owned or hereafter acquired directly by the Xxxxxx or with
respect to which the Xxxxxx has or hereafter acquires the power of disposition,
exceeding _________("Limitation"), otherwise than (i) as a bonafide gift or
gifts, provided the donee or donees thereof agree to be bound by this Lock-Up
Agreement, or (ii) with the prior written consent of DataMEG. The foregoing
restriction is expressly agreed to preclude the holder of the Securities from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or result in a Disposition of Securities during the Lock-Up
Period exceeding the Limitation even if such Securities would be disposed of by
someone other than Xxxxxx. Such prohibited hedging or other transactions would
include without limitation any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including without limitation any put
or call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Securities.
3. Xxxxxx hereby agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent against the transfer of the Securities held by
Xxxxxx except in compliance with this Lock-Up Agreement.
4. Any Disposition of Securities allowed under this Lock-Up Agreement shall not
be conducted except in compliance with the applicable provisions of the
Securities Act of 1933, as amended ("1933 Act") and the rules and regulations
promulgated thereunder.
5. Registration. The shares of Common Stock have not been registered under the
1933 Act, or any other similar federal or state securities statute, and may only
be transferred upon registration of the shares under the foregoing statutes and
applicable regulations adopted thereunder or upon the delivery to DataMEG of an
opinion of counsel satisfactory to DataMEG that such registration is not
required. DataMEG agrees that it will include the Shares subject to the
Settlement Agreement in the next legally permissible registration statement
filed with the Securities and Exchange Commission.
6. Notices. Any notice or other communication which is required or permitted
under this Lock-Up Agreement shall be in writing and shall be deemed to have
been given, delivered, or made, as the case may be (notwithstanding lack of
actual receipt by the addressee) (i) on the date sent if delivered personally or
by cable, telecopy, telegram, telex, or facsimile (which is confirmed) or (ii)
three (3) business days after having been deposited in the United States mail,
certified or registered, return receipt requested, sufficient postage affixed
and prepaid, or (iii) one (1) business day after having been deposited with a
nationally recognized overnight courier service (such as by way of example, but
not limitation, U.S. Express Mail, Federal Express, or Airborne), to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice):
If to Company: DataMEG Corp. 20 Park Plaza,
XXXX XXXXX Xxxxxx, XX 00000
Attn.: Xxxxxx Xxxxxx
Telecopy No.: (617) ________
If to Xxxxxx: Xxx Xxxxxx XXXX XXXXX XXXX
XXXXXXXX, XX 00000
Telecopy No.:___________
7. Amendment, Assignments, Jurisdiction. This Lock-Up Agreement shall not be
amended except by an instrument in writing signed by all the parties hereto.
This Lock-Up Agreement may be executed in one or more counterparts, each of
which shall be deemed an original. Neither this Lock-Up Agreement nor any of the
rights, interests or obligations under this Lock-Up Agreement shall be assigned
or delegated, in whole or in part, by operation of law or otherwise, by any of
the parties hereto without the prior written consent of the other parties. In
the event that any provision of this Lock-Up Agreement is held to be illegal or
unenforceable, the remainder of this Lock-Up Agreement shall remain in full
force and effect. This Lock-Up Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts, without reference
to its so-called conflict of laws provisions.
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties hereto have duly executed this Lock-up
Agreement under seal as of the date first written above.
XXXXXX:
Xxx Xxxxxx
DATAMEG:
DataMEG Corp.
By: Xxxxxx Xxxxxx, President
