LOCK-UP AGREEMENT
Exhibit
10.2
LOCK-UP
AGREEMENT (this “Agreement”)
dated
as of June 30, 2005, by and among LIMELIGHT MEDIA GROUP, INC., a Nevada
corporation (the “Company”),
and
each Person whose name appears on Schedule
A
attached
hereto (each a “Former
IMPART Shareholder”).
WITNESSETH
WHEREAS,
pursuant to the terms of an Agreement and Plan of Merger dated as of June 30,
2005 (the “Merger
Agreement”)
by and
among the Company, IMPART, Inc., a Washington corporation (“IMPART”),
and
Limelight Merger II Corp., a Washington corporation, on the date hereof, the
Company has agreed to issue to each Former IMPART Shareholder such number of
shares of Common Stock, $.001
par
value, of the Company (the “Common
Stock”) as
determined pursuant to the Merger Agreement;
and
WHEREAS,
as a
condition precedent to the consummation of the transactions contemplated by
the
Merger Agreement, the Company and the Former IMPART Shareholders desire to
provide for certain restrictions on the transfer of such shares by the Former
IMPART Shareholders;
NOW
THEREFORE,
in
consideration of the premises and the mutual covenants of the parties hereto,
it
is hereby agreed as follows:
ARTICLE
I
CERTAIN
DEFINITIONS
1.1
Definitions.
Whenever used in this Agreement, unless otherwise defined or the subject matter
or context dictates, the following terms shall have these respective
meanings:
(a)
“Affiliate”
shall
have the meaning ascribed to it in Rule 12(b)(2) promulgated under the
Securities Exchange Act of 1934, as amended.
(b)
“Agreement”
means
this Lock-Up Agreement, any agreement which is supplementary to or in amendment
or confirmation of this Agreement, and any schedules hereto or
thereto.
(c)
“Disposition”
shall
have the meaning assigned in Section 2.1.
(d)
“Person”
means
any individual, estate, trust, partnership, joint venture, limited liability
company, association, firm, corporation, company or other entity.
(e)
“Sale
Transaction”
shall
have the meaning assigned in Section 2.1.
(f)
“Shares” mean the shares of Common Stock issued to the Former IMPART
Shareholders pursuant to the Merger Agreement, as well as: (i) any shares into
which such shares may be converted, reclassified, redesignated, subdivided,
consolidated or otherwise changed; (ii) any shares of the Company or any
successor or other body corporate which may be received by the holders of such
shares on a merger, amalgamation or other reorganization of or including the
Company; and (iii) any securities which may now or hereinafter be convertible
or
exercisable into such shares.
(g)
“Transfer”
shall
have the meaning assigned in Section 2.1.
1.2
Extended
Meanings.
Words
importing the singular number include the plural and vice versa and words
importing gender include all genders.
ARTICLE
II
DISPOSITION
OF SHARES
2.1
Restriction
on Transfer of Shares.
(a)
Except
as
provided in Section 2.1(b), prior to June 30, 2006, no Former IMPART Shareholder
may sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create
or
permit to exist a security interest in or lien on, place in trust or in any
other way encumber or otherwise dispose of (any of the foregoing shall
constitute a “Transfer,”
and
the consummation of such being a “Disposition”)
any
Shares now owned or any interest therein except as expressly permitted by the
terms and provisions of this Agreement. The Company shall have no obligation
to
recognize or accede to any Disposition or to register any Transfer of Shares
on
its books unless such Disposition is effected in accordance with the terms
and
provisions of this Agreement. No Person who purports to be a holder of Shares
acquired in violation of the terms and provisions of this Agreement shall be
entitled to any rights with respect to such Shares, including any rights to
vote
such Shares, to receive any dividends declared thereon, or to receive any notice
with respect thereto under this Agreement or otherwise.
(b)
Any
Former IMPART Shareholder may Transfer all or a portion of his, her or its
Shares to (i) any Person to which such Former IMPART Shareholder shall sell,
assign or transfer all or substantially all of its assets; (ii) any Affiliate
of
such Former IMPART Shareholder, including, any funds affiliated with such Former
IMPART Shareholder; (iii) any member, partner or shareholder of such Former
IMPART Shareholder; (iv) any other Former IMPART Shareholder; or (v) in
connection with any sale of all or substantially all of the Company’s assets,
any Transfer of at least a majority of the Company’s outstanding voting
securities (as of immediately prior to such transfer) or any merger or
consolidation in which the Company is not the surviving entity (any such
transaction, a “Sale
Transaction”).
If
any Former IMPART Shareholder intends to make a Disposition of all or a portion
of his, her or its Shares pursuant to this paragraph, such Former IMPART
Shareholder shall give at least fifteen (15) days prior written notice of such
proposed Disposition to the Company (except in respect of a Disposition pursuant
to clause (v). Any such notice shall specify the number of Shares subject to
such proposed Disposition, identify the proposed transferee and state the
relationship between such Former IMPART Shareholder and the proposed
transferee.
2
ARTICLE
III
MISCELLANEOUS
3.1 Legend.
The
Company may cause each certificate representing Shares that are subject to
this
Agreement to have stamped, printed or typed thereon the following
legend:
The
securities represented by this certificate are subject to a Lock-Up Agreement,
dated as of July 30, 2005, among Limelight Media Group Inc. (the “Company”) and
certain of its stockholders, a copy of which may be examined at the principal
office of the Company.
3.2
Notice.
Any
notice or document required or permitted by this Agreement to be given to a
party hereto shall be in writing and is sufficiently given if delivered
personally, or if sent by prepaid certified mail, return receipt requested,
to
the Company or to a Former IMPART Shareholder addressed as follows:
| the Company: | Limelight Media Group, Inc. |
|
0000
Xxxxxxxxxx Xxxxxxx
|
|
|
Xxxxxxx,
Xxxxxxxxx 00000
|
|
|
Fax
No.: (000) 000-0000
|
|
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Attention:
Xxxxx X. Xxxx
|
|
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with
a copy to:
|
Xxxxx
Xxxxxxx Xxxxxxx & Xxxxx LLP
|
|
000
Xxxx Xxxxxx
|
|
|
Xxx
Xxxx, X.X. 00000
|
|
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Fax
No.: (000) 000-0000
|
|
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Attention:
Xxxx X. Xxxxxxx, Esq.
|
|
Former
IMPART Shareholder:
|
To
the address of such Former IMPART Shareholder set forth on Schedule
A
attached hereto or at such other address as may have been furnished
the
Company in writing.
|
Notice
so
mailed shall be deemed to have been given upon receipt if delivered personally
or on the fifth (5th)
business day next following the date of the returned receipt. Any notice
delivered to the party to whom it is addressed shall be deemed to have been
given and received on the day it is delivered. Any party may from time to time
notify the others in the manner provided herein of any change of address which
thereafter, until changed by like notice, shall be the address of such party
for
all purposes hereof.
3
3.3
Term
of Agreement.
(a)
The
provisions of this Agreement shall terminate upon the consummation of a Sale
Transaction, at such time as provided in Articles II, or on such earlier date
as
is mutually agreed in writing by the Company and the Former IMPART Shareholders
holding a majority of the then outstanding Shares.
(b)
Nothing
contained in this Section 3.3 shall affect or impair any rights or obligations
arising prior to the time of the termination of this Agreement, or which may
arise by an event causing the termination of this Agreement.
3.4
Severability.
If in
any jurisdiction, any provision of this Agreement or its application to any
party or circumstance is restricted, prohibited or unenforceable, such provision
shall, as to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating the remaining
provisions hereof and without affecting the validity or enforceability of such
provision in any other jurisdiction or its application to other parties or
circumstances.
3.5
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and together shall constitute one document.
3.6
Entire
Agreement; etc.
This
Agreement sets forth the entire agreement among the parties hereto pertaining
to
the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, among the parties hereto
and there are no warranties, representations and other agreements between the
parties hereto in connection with the subject matter hereof except as
specifically set forth herein or therein. No supplement, modification, waiver
or
termination of this Agreement shall be binding unless executed in writing by
the
Company and the Former IMPART Shareholders holding a majority of the then
outstanding Shares. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided.
3.7
Transferees
Bound.
Except
in connection with a Disposition pursuant to Section 2.1(b)(v) hereof, each
Disposition otherwise permitted by Article II hereof shall not become effective
unless and until the transferee executes and delivers to the Company a
counterpart to this Agreement, agreeing to be treated in the same manner as
a
Former IMPART Shareholder. Upon such Disposition and such execution and
delivery, the transferee shall be bound by, and entitled to the benefits of,
this Agreement with respect to the transferred Shares in the same manner as
the
transferring Former IMPART Shareholder.
4
3.8
Governing
Law.
This
Agreement shall be construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed in New
York.
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of page left intentionally blank]
5
IN
WITNESS WHEREOF, this Lock-Up Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.
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LIMELIGHT
MEDIA GROUP, INC.
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By:
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/s/Xxxxx
X. Xxxx
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Name:
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Xxxxx
X. Xxxx
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Title:
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Chief
Executive Officer
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6
IN
WITNESS WHEREOF, this Lock-Up Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.
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Former
IMPART Shareholders
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/s/Xxxxx
Xxxxx
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Xxxxx
Xxxxx
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/s/Xxxxxx
Xxxxx
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Xxxxxx
Xxxxx
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/s/Xxxxxx
Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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/s/Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxxx
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/s/Stretton
X. Xxxxx
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Stretton
X. Xxxxx
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7
Schedule
A
Names
and Addresses of Former IMPART Shareholders
[ON
FILE
WITH THE COMPANY]
