MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT
Class B Issuer
I. This Promotional Shares Lock-In Agreement ("Agreement"), which was
entered into on the 25th day of May, 2000 by and between NEOSURG TECHNOLOGIES,
INC. ("Issuer"), whose principal place of business is located at 00000 Xx Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and Xxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxx O'Heeron, Xxxxxx Xxxxx, Xxxxxxxx X. Xxxxxxxxx and
Xxxxxxx Xxxxxx (together, the "Security Holders"), witnesses that:
A. The Issuer has filed an application with the Securities
Administrator of the States listed in Schedule A ("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/or possess convertible securities, warrants, options
or rights which may be converted into, or exercised to purchase 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 Definitions and all certificates
representing stock dividends, stock splits, recapitalizations, and the like,
that are granted to, or received by, the Security Holders 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 %) of the Restricted Securities may be released each
quarter pro rata among the Security Holders. All remaining Restricted
Securities shall be released from this Agreement 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 a 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
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 purchased
pursuant to the public offering and which 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 the 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 Shares 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 the 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 this Agreement.
G. A notice shall be placed on the face of each stock certificate of
the Restricted Securities covered by the terms of this Agreement stating
that the transfer of the stock evidenced by the certificate is restricted
in accordance with the conditions set forth on the reverse side of the
certificate; and
H. A typed legend shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock covered by
this Agreement which states that the sale or transfer of the shares
evidenced by the certificate is subject to certain restrictions
until_________ pursuant to an agreement between the Security Holder
(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.
I. 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; or
3. If the Registration has been terminated, the date that checks
representing all of the gross proceeds that were derived there
from 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.
J. 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 this
Agreement in the capacities, and on the dates indicated.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
NEOSURG TECHNOLOGIES, INC. (Issuer)
By /s/ Xxxxx X. O'Heeron May 25, 2000
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Xxxxx O'Heeron, President Date
The Security Holders:
/s/ Xxxx Xxxxxxx June 1, 2000
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Xxxx Xxxxxxx Date
/s/ Xxxx Xxxxxx May 31, 2000
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Xxxx Xxxxxx Date
/s/ Xxxxx Xxxxx June 13, 2000
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Xxxxx Xxxxx Date
/s/ Xxxxxxx Xxxxx June 6, 2000
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Xxxxxxx Xxxxx Date
/s/ Xxxxx O'Heeron May 25, 2000
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Xxxxx O'Heeron Date
/s/ Xxxxxx Xxxxx May 25, 2000
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Xxxxxx Xxxxx Date
/s/ Xxxxxxx Xxxxxx May 25, 2000
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Xxxxxxx Xxxxxx Date
/s/ Xxxxxxxx X. Xxxxxxxxx June 2, 2000
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Xxxxxxxx X. Xxxxxxxxx Date
