Exhibit 3.3
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Form of Lock-Up Agreement
LOCK-UP LETTER
July 26, 2001
Mr. Todd Ficeto
C/O VMR Capital Markets, U.S.
1901 Avenue of the Stars, Suite 1500
Los Angeles, CA 90067
Re: Sale of shares of the common stock of GPN Networks, Inc.
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Ladies and Gentlemen:
The undersigned, a securityholder of GPN Networks, Inc. (the
"Company"), understands that Todd Ficeto proposes to purchase seven million two
hundred thousand (7,200,000) shares of the Company's common stock (the "Common
Stock") from the Company's majority shareholder. In recognition of the benefit
that this transaction will confer upon the Company and the undersigned
securityholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees that, from the date hereof until one year from the date of the Stock
Purchase Agreement (the "Initial Lock-up Period"), the undersigned will not,
without the prior written consent of Todd Ficeto, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, or cause to be filed any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or other securities, in cash or property or otherwise.
During each three month period following the conclusion of the Initial Lock-up
Period, the undersigned shall have the right to offer, sell, pledge or contract
to sell up to a maximum of 45,000 shares of the Company's Common Stock, as
adjusted for any stock splits, recapitalizations or similar events.
The restrictions in the preceding paragraph shall not apply to (i)
gifts and transfers by will or intestacy or (ii) transfers to (A) the
undersigned's members, partners, affiliates or immediate family or (B) a trust,
the beneficiaries of which are the undersigned and/or members of the
undersigned's immediate family; provided that (x) the donee or transferee agrees
in writing to be bound by the foregoing restrictions in the same manner as they
apply to the undersigned and (y) if the donor or transferor is a reporting
person subject to Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), any gifts or transfers made in accordance with this sentence
shall not require such person to, and such person shall not voluntarily, file a
report of such transaction on Form 4 under the Exchange Act. For purposes of
this Letter, the term "immediate family" shall mean the spouse, lineal
descendants, father, mother, brother or sister of the transferor and father,
mother, brother or sister of the transferor's spouse.
The undersigned has the authority to execute and deliver this Lock-up
Agreement without obtaining any further consent, authorization or waiver or
giving notice to any third party. This Lock-up Agreement has been duly
authorized, executed and delivered by the undersigned and constitutes the legal,
valid and binding obligation of the undersigned, and is enforceable in
accordance with its terms. The undersigned shall take any action which may be
required to effectuate the transactions contemplated hereinabove.
Very truly yours,
BERMAN FAMILY LIMITED
PARTNERSHIP
By: Bruce Berman
Its: General Partner
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