MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), which was
entered into on the 1st day of January, 2001, by and between
PowerNomics Enterprise Corporation ("Issuer"), whose principal place of
business is located in Chalfont, Pennsylvania , and Kemet Investment
Limited Partnership, Xxxxx Xxxxxxxx Ed. D. Revocable Trust, and Xxxxxxx
Xxxxxxx ("Security Holders") witnesses that:
A. The Issuer has filed an application with the Securities
Administrator of the States of
_____________________("Administrators") to register certain of
its Equity Securities for sale to public investors who are
residents of those states )("Registration");
B. The Security Holders are the owners of the shares of common stock
or similar securities and/possesses convertible securities,
warrants, options or rights which may be converted into, or
exercised to purchased shares of common stock or similar
securities of Issuer;
C. As a condition to Registration, the Issuer and Security Holders
(Signatories") agree to be bound by the terms of this Agreement.
II. THEREFORE, the Security Holders agree not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, directly or indirectly,
PROMOTIONAL SHARES as defined in the North American Securities
Administrators Association ("NASAA") Statement of Policy on Corporate
Securities Definition and all certificates representing stock
dividends, stock splits, recapitalizations, and the like, that are
granted to, or received by, the Security Holder while the PROMOTIONAL
SHARES are subject to this Agreement ("Restricted Securities").
Beginning two years from the completion date of the public offering,
two and one-half percent (2 1/2%) of the Restricted Securities may be
released each quarter pro rata among the Security Holders. All
remaining Restricted Securities shall be released from escrow on the
anniversary of the fourth year from the completion date of the public
offering.
III. THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger,
consolidation, reorganization, sale or exchange of the Issuer's
assets or securities (including by way of tender offer), or any
other transaction or proceeding with a person who is not
Promoter, which results in the distribution of the Issuer's
assets or securities ("Distribution"), while this Agreement
remains in effect that:
1. All holders of the Issuer's EQUITY SECURITIES will initially
share on a pro rata, per share basis in the Distribution, in
proportion to the amount of cash or other consideration that they
paid per share for their EQUITY SECURITIES (provided that the
Administrator has accepted the value of the other consideration),
until the Administrator has accepted the value of the other
consideration), until the shareholders who purchased the Issuer's
EQUITY SECURITIES pursuant to the public offering ("Public
Shareholders") have received, or have had irrevocably set aside
for them, an amount that is equal to one hundred percent (100%)
of the public offering's price per share times the number of
shares of EQUITY SECURITIES that they still hold at the time of
the Distribution, adjusted for stock splits, stock dividends
recapitalizations and the like; and
2. All holders of the Issuer's EQUITY SECURITIES shall thereafter
participate on an equal, per share basis times the number of
shares of EQUITY SECURITIES they hold at the time of the
Distribution, adjusted for stock splits, stock dividends,
recapitalizations and the like.
3. The Distribution may proceed on lesser terms and conditions than
the terms and conditions stated in paragraphs 1 and 2 above if a
majority of the EQUITY SECURITIES that are not held by Security
Holders, officers, directors, or Promoters of the Issuer, or
their associates or affiliates vote, or consent by consent
procedure, to approve the lesser terms and conditions.
B. In the event of a dissolution, liquidation, merger,
consolidation, reorganization sale or exchange of the Issuer's
assets or securities (including by way of tender offer), or any
other transaction or proceeding with a person who is a Promoter,
which results in a Distribution while this Agreement remains in
effect, the Restricted Securities shall remain subject to the
terms of this Agreement.
C. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of
any court of competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security
Holder's estate. The hypothecated Restricted Securities shall
remain subject to the terms of this Agreement. Restricted
Securities may not be pledged to secure any other debt.
E. Restricted Securities may be transferred by gift to a Security
Holder's family members, provided that the Restricted Securities
shall remain subject to the terms of this Agreement.
F. With the exception of paragraph A.3 above, the Restricted
Securities shall have the same voting rights as similar EQUITY
SECURITIES not subject to the Agreement.
G. A notice shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock
covered by the Agreement which states that the sale or transfer
of the shares evidenced by the certificate is subject to certain
transaction until _______________(insert date of termination of
the agreement) pursuant to an agreement between the Security
Holders (whether beneficial or of record) and the Issuer, which
agreement is on file with the Issuer and the stock transfer agent
from which a copy is available upon request and without charge.
H. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrators
("Effective Date") and shall terminate:
1. On the anniversary of the fourth year from the completion date of
the public offering; or
2. On the date the Registration has been terminated if no securities
were sold pursuant thereto;
3. If the Registration has been terminated, the date that checks
representing all of the gross proceeds that were derived
therefrom and addressed to the public investors have been placed
in the U.S. Postal Service with first class postage affixed; or
4. On the date the securities subject to this Agreement become
"Covered Securities" as defined under the National Securities
Markets Improvement Act of 1996.
I. This Agreement to be modified only with the written approval of
the Administrators.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the Signatories
to be filed with the Administrators prior to the Effective date;
B. Copies of the Agreement and a statement of the per share initial
public offering price to be provided to the Issuer's stock
transfer agent;
C. Appropriate stock transfer orders to be placed with the Issuer's
stock transfer agent against the sale or transfer of the shares
covered by the Agreement prior to its expiration, except as may
otherwise be provided in this Agreement;
D. The above stock restriction legends to be placed on the periodic
statement sent to the registered owner if the securities subject
to this Agreement are uncertificated securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed the Agreement
in the capacities, and on the dates, indicated.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
(ISSUERS NAME)
By
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President
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Signature
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Printed Name of Security Holder
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Title, if applicable
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Signature
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Printed Name of Security Holder
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Title, if applicable
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Signature
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Printed Name of Security Holder
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Title, if applicable
