DATED 2000
(1) AUTHORISZOR INC.
(2) BEESON GREGORY LIMITED
(3) RAYMOND SEITZ AND OTHERS
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LOCK-UP AGREEMENT
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THIS AGREEMENT is made on January 2000
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BETWEEN:-
(1) AUTHORISZOR INC. a company incorporated and registered in the State of
Delaware, USA and whose registered office is at Suite 600, 8201 Preston
Road, Dallas Texas TX 75225, USA ("Company");
(2) BEESON GREGORY LIMITED a company registered in England and Wales with
registered number 2316630 whose registered office is at The Registry, Royal
Mint Court, London EC3N 4LB ("Beeson Gregory"); and
(3) those persons whose names and addresses are set out in the schedule to this
agreement ("Directors").
RECITALS
A. At the date of this agreement, the Company has authorised 30,000,000 shares
of common stock par value US0.01 each ("Shares") and 2,000,000 shares of
preferred stock par value US$0.01 each of which shares of common stock are
in issue and a further shares of common stock are subject to options and
warrants issued by the Company.
B. The Company proposes to issue ___________ new Shares under a placing
("Placing") to be made by Beeson Gregory on behalf of the Company to
institutional and other investors outside the USA.
C. The Company and Beeson Gregory (as financial adviser to the Company)
believe, and each of the Directors acknowledge that, because of the size of
their respective shareholdings and/or their relationship with the Company,
it is in the best interests of the Company and of protecting the market in
the Shares that the Directors refrain from disposing of Shares owned by
them or by persons connected with them for a period following the date of
this agreement.
NOW IT IS HEREBY AGREED as follows:-
1. LOCK-UP
Each Director undertakes separately with the Company and Beeson Gregory
that, except in the case of a Release Event (as defined in clause 2
below), it will not, without the prior written consent of Beeson
Gregory, transfer or otherwise dispose of any Shares in which he or a
person connected with him is directly or indirectly interested
(including those Shares the subject of options or warrants in which he
or a person connected with him is directly or indirectly interested) on
the date of this agreement or any shares, receipts or securities of the
Company into which such Shares are sub-divided or converted (or any
direct or indirect interest in such shares, receipts or securities)
("Relevant Securities") during the period from and including the date
of this agreement until the date six months thereafter ("Restriction
Period"); provided that any Director shall be entitled to dispose or
procure the disposal of Shares in which he or a person connected with
him is directly or indirectly interested to the extent necessary to
meet any claim made by Beeson Gregory against such Director under the
terms of the placing agreement of even date and relating to the Placing
entered into between (1) the Company (2) certain of the Directors and
(3) Beeson Gregory.
2. RELEASE EVENTS
The restrictions contained in clause 1 shall not apply in the case of
any of the following events (each a "Release Event"):-
2.1 acceptance of a general offer for the whole of the issued equity share
capital of the Company (other than any equity share capital held by or
committed to the offeror and/or persons acting in concert with the
offeror) which has become unconditional in all respects; or
2.2 execution of an irrevocable commitment to accept a general offer for
the whole of the issued equity share capital of the Company (other than
any equity share capital held by or committed to the offeror and/or
persons acting in concert with the offeror) which has been or is
recommended by the board of directors of the Company or where the
irrevocable commitment is expressed to be conditional upon such general
offer being so recommended; or
2.3 an order of a court of competent jurisdiction requiring any Shares to
be sold or transferred or a consent order which has the same effect.
3. DEFINITIONS
Reference in clause 1 to:-
3.1 transfer or disposal shall be deemed to include sale, offer for sale,
pledge, mortgage or the grant of any option or other right to dispose
of Shares in which it is directly or indirectly interested on the date
of this agreement, or the announcement of any intention relating
thereto; and
3.2 Shares shall include any securities or other financial instruments
which are convertible into or are exchangeable for Shares.
4. NOTICES
4.1 Any notice to be given under this agreement shall be in writing and
shall be served by sending it by hand, facsimile transmission or first
class post:-
4.1.1 if to the Company, to its registered office for the time being, marked for
the attention of The Chief Executive Officer;
4.1.2 if to Beeson Gregory, to its registered office for the time being,
marked for the attention of the Head of Corporate Finance and Jonathan
Freeman;
4.1.3 if to a Director, to the address set out opposite his or its name in
the relevant schedule (or to such other address as he or it shall have
last notified to Beeson Gregory in writing).
4.2 Any notice referred to in clause 4.1 shall be deemed to have been
received:-
4.2.1 if delivered by hand, on the day of delivery and in proving service it
shall be necessary only to produce a receipt for the communication
signed by or on behalf of the addressee;
4.2.2 if sent by facsimile transmission, at the time of transmission or, if
the time of transmission is not during the addressee's normal business
hours, at 9.30 a.m. on the next business day and in proving service it
shall be necessary only for the communication or a confirmatory letter
to have been delivered by hand or sent by first class post on the same
day but failure of the addressee to receive such confirmation shall not
invalidate the relevant communication deemed given by facsimile
transmission;
4.2.3 if sent by first class post, on the second business day after the day
of posting (or five business days after the day of posting in the case
of posting to an address outside the United Kingdom) and, in proving
service, it shall be necessary only to prove a communication was
contained in an envelope which was duly addressed and posted in
accordance with this clause.
5. RELEVANT LAW
5.1 This agreement shall be governed by and construed in accordance with
English Law.
5.2 In relation to any legal action or proceedings arising out of or in
connection with this letter ("Legal Proceedings"), the parties hereby
irrevocably submit to the exclusive jurisdiction of the English Courts
and waive any objection to Legal Proceedings in such Courts on the
grounds of venue or on the grounds that the Legal Proceedings have been
brought in an inconvenient forum. These submissions shall not affect
the right of any other party to take Legal Proceedings in any other
jurisdiction, nor shall the taking of Legal Proceedings in any
jurisdiction preclude any party from taking Legal Proceedings in any
other jurisdiction.
EXECUTED as a DEED and DELIVERED )
by AUTHORISZOR INC. )
acting by:- )
Duly authorised signatory
Duly authorised signatory
EXECUTED as a DEED and DELIVERED )
by BEESON GREGORY LIMITED )
acting by:- )
Director
Director/Secretary
SIGNED as a DEED and DELIVERED )
by RAYMOND GEORGE HARDENBERGH )
SEITZ in the presence of:- )
SIGNED as a DEED and DELIVERED )
by RICHARD ALBERT LANGEVIN )
in the presence of:- )
SIGNED as a DEED and DELIVERED )
by THE RIGHT HON. )
SIR MALCOLM LESLIE RIFKIND )
in the presence of:- )
SIGNED as a DEED and DELIVERED )
by JAMES LEONARD JACKSON )
in the presence of:- )
SIGNED as a DEED and DELIVERED )
by DAVID ROBERT WRAY )
in the presence of:- )
SIGNED as a DEED and DELIVERED )
by ROBERT PARKYN JEFFCOCK )
in the presence of:- )
SIGNED as a DEED and DELIVERED )
by DON BOX )
in the presence of:- )
SCHEDULE
DIRECTORS
Name and address Number of Shares held or the subject of
options and warrants held at the date of
this agreement
Raymond George Hardenbergh Seitz 200,000
Richard Albert Langevin 500,000
James Leonard Jackson 1,315,233
Of 2 Parklands,
Studley Roger,
Ripon HG4 3AY
United Kingdom
David Robert Wray 1,307,733
The Right Hon Sir Malcolm
Leslie Rifkind 200,000
Of 42B Roc Flevri,
1 Rue du Tenao MC 9800,
Monaco
Robert Parkyn Jeffcock
Don Box