Exhibit 10.1
Processing Pros, Inc.
0000 Xxxxxxxxx Xxx.
Xxx Xxxxx, XX 00000
April 1, 2009
Nevada Processing Solutions, Inc.
0000 Xxxxxxxx
Xxx Xxxxx, XX 00000
Re: Stock Lock-up Agreement
Gentlemen:
The undersigned, Processing Pros, Inc., a Nevada corporation, is the record
owner of 872,690 shares of the callable and convertible preferred stock of
Nevada Processing Solutions, Inc., a Nevada corporation, par value $0.001 per
share, which can be converted to 8,726,900 common shares of Nevada Processing
Solutions, Inc.
This lock up agreement adds a level of protection to the investors of Nevada
Processing Solutions, Inc., a Nevada corporation. Therefore, for the benefit
of Nevada Processing Solutions, Inc., and its investors, Processing Pros, Inc.
has agreed lock-up their entire Nevada Processing Solutions, Inc. stock
holdings as follows:
1. Processing Pros, Inc. shall not convert more than sixteen thousand eight
hundred seventy-five (16,875) of its preferred stock into common stock each
consecutive twelve (12) months for the next three (3) years. This conversion
would equate to a conversion of no more than 168,750 common shares each year
for the next three years. This restriction applies to the entire holdings
(preferred and common stock) of Nevada Processing Solutions, Inc. held by
Processing Pros, Inc.
2. No additional conversion can take place until Processing Pros, Inc.
preferred shares represent a converted common stock ownership in Nevada
Processing Solutions, Inc. of no more than ten percent (10%) of the total
outstanding common shares in Nevada Processing Solutions. In other words, as
long as Processing Pros, Inc. owns more than ten percent (10%) of the total
outstanding common stock or preferred stock that can be converted to more than
ten percent (10%) of the total outstanding common stock, the lock-up of their
unconverted preferred shares applies.
3. Processing Pros, Inc., acknowledges that Globex Transfer, LLC,
000 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000, the transfer agent for
Nevada Processing Solutions, Inc., has been advised of the restrictions
described herein and that any attempts by the undersigned to violate said
restriction may result in legal action(s) by Nevada Processing Solutions, Inc.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
Sincerely,
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
President
cc: Globex Transfer, LLC
