EXHIBIT 10.1
September ___, 2004
International Card Establishment, Inc.
Xxxxxxx Xxxxxxxx, Esq.
000 Xxxxxxxxx Xx.
Xxxxx 0000
Xxxxxx, XX 00000
NEOS Liquidating, LLC
and
Stockholders of NEOS Merchant Solutions, Inc.
Re: LOCK-UP AGREEMENT
Each of the undersigned, constituting certain of the officers and
directors and also holders of 5% or greater of the shares of common stock of
International Card Establishment, Inc., a Delaware corporation (the "Company"),
in consideration of the acquisition of NEOS Merchant Solutions, Inc. by the
Company (the "Merger") pursuant to a certain Agreement and Plan of Merger (the
"Merger Agreement") by and between the Company, Ice Sub Inc., a Nevada
corporation and wholly-owned subsidiary of the Company, and NEOS Merchant
Solutions, Inc., and for other good and valuable consideration, hereby agrees
with NEOS Liquidating, LLC, a California limited liability company (the
"Trust"), the Company and the stockholders referred to in Schedule A attached
the Merger Agreement that for a period of twenty-four (24) months commencing
with the effective time of the Merger, the undersigned will not undertake the
following, whether any such transaction described below is to be settled by
delivery of the Company's Common Stock or other securities, in cash or
otherwise:
o sell, offer for sale, pledge, or otherwise dispose of (or enter into
any transaction or device that is designed to, or could be expected
to, result in the disposition by any person at any time in the future
of) any of shares of Common Stock of the Company (including, without
limitation, shares of the Company's Common Stock that may be deemed to
be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission and shares
of the Company's Common Stock that may be issued upon exercise of any
option or warrant) or securities convertible into or exchangeable for
Common Stock owned by the undersigned at the effective time of the
Merger (the "Subject Shares"); or
o enter into any swap or other derivative transaction that transfers to
another, in whole or in part, any of the economic benefits or risks of
ownership of the Subject Shares.
NEOS Liquidating, LLC
International Card Establishment, Inc.
Stockholders of NEOS Merchant Solutions, Inc.
September ___, 2004
Page 2
Each of the undersigned agrees not to make any private transfers of any
of the Subject Shares unless the transferee agrees in writing to be bound by the
restrictions of this letter agreement.
Notwithstanding anything contained hereinabove to the contrary, the
terms and conditions of this letter agreement shall terminate, automatically and
without further notice, if the Company files any registration statement pursuant
to the Securities Act of 1933, as amended, which provides for the sale of any
securities and/or any of the stockholders referred to on Schedule A of the
Merger Agreement are selling stockholders when said registration statement
becomes effective.
Each of the undersigned further agrees that the Company will instruct
the Transfer Agent of the lock-up restrictions and cause it to note these
restrictions on its transfer books on any certificate or warrant that it may
issue and that the shares and/or warrants/options will not be released unless
consented to by the Trust, the Company and Company counsel.
Each of the undersigned hereby represents and warrants that he has full
power and authority to enter into this Lock-Up Letter Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Unless waived by a majority of the
stockholders referred to in Schedule A of the Merger Agreement, any obligations
of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of each of the Undersigned.
Sincerely,
STOCKHOLDER SIGNATURE NUMBER OF SHARES
Xxxxxxxx Xxxxxx ______________________________ 2,290,913
Xxxxxxx Xxxxxxxx ______________________________ 545,455
Xxxxxxx Xxxxxx ______________________________ 800,001
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