Exhibit 3.8
Lockup Agreement
Whereas, Pipeline Data, Inc. has filed a Registration Statement with the
Securities and Exchange Commission under which it intends to sell common stock,
class A warrants, and class B warrants (together the "Securities");
Whereas, Pipeline believes that its ability to sell such securities will be
enhanced if the individuals party hereto agree to refrain from selling their
current shareholdings in Pipeline subject to the terms and Conditions set forth
herein;
Whereas, the individual parties hereto are substantial shareholders in
Pipeline and are amenable to having their share holdings being so restricted as
they believe that a public offering will be beneficial for Pipeline;
Now therefore, in consideration of the foregoing and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Prohibitive Transfers. Each of the individual parties hereto, hereby
agrees that during the period commencing on the date when the
Registration Statement with respect to the above-noted Securities is
declared, or deemed to be effective, under the Securities Act of 1933,
as amended and associated rules thereunder, and for a period of one
year thereafter (such one year period being the "Lockup Period"), not
to offer pledge, sell, assign, transfer, contract to sell, grant any
option for the sale of, or otherwise dispose of, directly or
indirectly any Securities, without the prior consent of Pipeline.
Notwithstanding the foregoing, nothing herein shall be deemed to
prohibit the transfer of any Securities by gift or bequest or through
inheritance, so long as the donee or beneficiary agrees in writing to
be bound by the foregoing restriction.
2. Successors and assigns: The restrictions set forth herein shall be
binding upon the parties, their successors, assigns, legal
representatives, distributees, and any other person, whether a natural
person or a legal entity, who shall be vested with any interest in the
Securities. However, this Agreement cannot be assigned by any party
except by or with the written consent of Pipeline. Nothing herein
expressed or implied is intended or shall be construed to confer upon
or to give any person, firm or corporation other than the parties
hereto and their respective legal representatives, successors and
assigns any rights or benefits under or by reason of this Agreement.
3. Transfer Agent. The Company's transfer agent shall be notified of the
restrictions imposed by this Agreement and shall place such
restrictions in its books and records.
4. Governing law and submission to jurisdiction: By their execution
below, the parties hereto acknowledge that this Agreement shall be
governed by the internal laws of the State of New York, determined
without reference to principles of conflicts of laws, and that any
legal proceeding with respect to this Agreement shall be subject to
the jurisdiction of the federal and/or state courts located in the
Borough of Manhattan, New York.
5. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings between them or any
of them as to such subject matter.
6. Further Agreements. Each of the parties hereto agrees to execute all
such further instruments and documents and to take all such further
actions as any other party may reasonably require in order to
effectuate the term and purposes of this Agreement.
7. Amendments. Except as otherwise expressly provided herein, this
Agreement may not be amended except by an instrument in writing
executed by both of the parties.
8. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement and such invalid illegal and unenforceable provision shall
be reformed and construed so that it will be valid, legal and
enforceable to the maximum extent permitted by law.
9. Counterparts and Facsimile Delivery: This Agreement may be executed in
one or more counterparts with all such counterparts to constitute but
one and the same agreement, and facsimile transmission of signature
pages shall be effective as manual delivery thereof.
10. Minimum Price. Notwithstanding the foregoing, no shareholder may offer
or sell shares for less than $0.50 per share at any time.
Dated as of April 12, 2000
Pipeline Data, Inc.
By: /s/ Xxxx Xxxxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
/s/ Xxxx Xxxxxxxxxx
-------------------
Xxxx Xxxxxxxxxx
(748,750 Shares)
/s/ R.Xxxxx Xxxxxx
------------------
R.Xxxxx Xxxxxx
(350,000 Shares)
Unifund Financial Group, Inc.
By R.Xxxxx Xxxxxx
/s/ R.Xxxxx Xxxxxx
------------------
R.Xxxxx Xxxxxx, President
(998,750 Shares)
/s/ Xxxxxxx Xxxxxxxx-Xxxxx
--------------------------
Xxxxxxx Xxxxxxxx-Xxxxx
(50,000 Shares)
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
(50,000 Shares)
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
(50,000 Shares)
Xxxxxx Gottbetter & Xxxxxxxx
/s/ Xxxx Xxxxxxxxxx
-------------------
Xxxx Xxxxxxxxxx
(50,000 Shares)
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
(10,000 Shares)
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
(10,000 Shares)
/s/ Xxxxxxxx Xxxxx
------------------
Xxxxxxxx Xxxxx
(5,000 Shares)
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
(2,500 Shares)
