EXHIBIT 10.2
FORM OF LOCK-UP AND VOTING TRUST AGREEMENT
LOCK-UP AND VOTING TRUST AGREEMENT
This Lock-up and Voting Trust Agreement (this "AGREEMENT") is made and
entered into as of this ___ day of __________, 2007, by and between by and among
WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation ("WWSI"), CENTRIC RX,
INC., a Nevada corporation ("CENTRIC"), and the group consisting of Jim Crelia,
Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express,
Ltd., a Canadian corporation, Peter Longbons, and Jack West (the
"SHAREHOLDERS").
WHEREAS, it is a condition to that certain Share Exchange Agreement by
and among WWSI, CENTRIC, and the CENTRIC Shareholders, executed on
_____________, 2007 (the "SHARE EXCHANGE"), that the parties hereto enter into
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and in consideration
of the mutual promises set forth herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. LOCK-UP. The undersigned will not offer to sell, contract to
sell, or otherwise sell, dispose of, loan, pledge or grant any rights with
respect to (collectively, a "DISPOSITION") any WWSI Common Stock, any options or
warrants to purchase any WWSI Common Stock or any securities convertible into or
exchangeable for WWSI Common Stock (collectively, "SECURITIES") now owned or
hereafter acquired directly by the Shareholders or with respect to which the
Shareholders have or hereafter acquire the power of disposition, otherwise than:
(A) as a bona fide gift or gifts, provided the donee or donees
thereof agree in writing to be bound by this restriction,
(B) as a distribution to partners or shareholders of the
Shareholders, provided that the distributees thereof agree in
writing to be bound by the terms of this restriction,
(C) with respect to sales or purchases of WWSI Common Stock
acquired on the open market, or
(D) with the prior unanimous written consent of WWSI's Board of
Directors.
The foregoing restrictions will terminate one year after the Closing of
the Acquisition (the "LOCK-UP PERIOD").
The foregoing restriction has been expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a disposition of
Securities during the Lock-Up Period, even if such Securities would be disposed
of by someone other than such holder. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Securities or with
respect to any security (other than a broad
based market basket or index) that included, relates to or derives any
significant part of its value from Securities.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the WWSI's transfer agent and registrar against the transfer
of the WWSI Common Stock or Securities held by the undersigned except in
compliance with the foregoing restrictions.
2. GRANT OF IRREVOCABLE PROXY. The Shareholders hereby grant to
James P.R. Samuels, as agent of WWSI, with full power of substitution, an
irrevocable proxy to vote all of the shares of WWSI Common Stock held by the
Shareholders which the Shareholders would be entitled to vote at any meeting of
WWSI's shareholders or by means of a written consent to action, during the
Lock-Up Period.
3. GENERAL PROVISIONS.
(A) NOTICES. All notices, requests, demands and other
communications required or permitted to be given hereunder
shall be in writing and shall be given personally, sent by
facsimile transmission or sent by prepaid air courier or
certified or express mail, postage prepaid to the last known
address of the recipient or to such other address or addresses
as a party may have advised the other. Any such notice shall
be deemed to have been given (a) when received, if delivered
in person, sent by facsimile transmission and confirmed in
writing within three (3) business days thereafter or sent by
prepaid air courier or (b) three (3) business days following
the mailing thereof, if mailed by certified first class mail,
postage prepaid, return receipt requested.
(B) MEDIATION. The parties hereto encourage the prompt and
equitable settlement of all controversies or claims (a
"DISPUTE") between or among the parties and their affiliates
including but not limited to those arising out of or relating
to this Agreement. At any time, either party can give the
other written notice that it desires to settle a Dispute.
Within 10 days of delivery of such notice, the parties agree
to cause their officers having authority to resolve such
differences to meet for two out of four continuous days (the
"NEGOTIATION Period"), the parties agree to submit their
Dispute to a mediator to work with them to resolve their
differences. Such mediator shall be selected by mutual
agreement of the parties. The parties shall participate in the
mediation proceeding in good faith with the intention to
settle. The mediation shall be conducted pursuant to the rules
generally used by the mediator in the mediator's practice,
which rules may be modified or amended with the written
consent of the parties. No later than three business days
prior to the mediation, each party shall deliver to the
mediator all information reasonably required for the mediator
to understand the Dispute and the issues presented. The
mediation shall be determined upon the first to occur of the
following: (i) the execution of a settlement agreement
resolving the Dispute by the parties; (ii) a written
declaration of the mediator to the effect that further efforts
at mediation are no longer worthwhile; or (iii) after the
completion of two full days of mediation, a written statement
of the mediator to the effect that the
mediation proceedings are terminated. No party shall sue any
other party hereto in connection with any Dispute, except for
enforcement of the negotiation and mediation process set forth
herein, and the arbitration provisions set forth in Section
3(B) hereof shall not be applicable, in each case, prior to
termination of the Negotiation Period and of the mediation as
provided above.
(C) ARBITRATION. Any dispute, controversy, or claim arising out
of, relating to, or in connection with, this Agreement shall
be finally settled by binding arbitration. The arbitration
shall be conducted and the arbitrator chosen in accordance
with the rule of the American Arbitration Association in
effect at the time of the arbitration, except as they may be
modified herein or by mutual agreement of WWSI and the
Shareholders. In connection with any such arbitration, each
party shall be afforded the opportunity to conduct discovery
in accordance with the Federal Rules of Civil Procedure.
(1) The seat of the arbitration shall be in Denver,
Colorado. WWSI and the Shareholders hereby
irrevocably submit to the jurisdiction of the
arbitrator in Denver, Colorado, and waive any defense
in an arbitration based upon any claim that such
party is not subject personally to the jurisdiction
of such arbitrator, that such arbitration is brought
in an inconvenient format, or that such venue is
improper.
(2) The arbitral award shall be in writing and shall be
final and binding on each of the parties to this
Agreement. The award may include an award of costs,
including reasonable attorneys' fees and
disbursements. Judgment upon the award may be entered
by any court having jurisdiction thereof or having
jurisdiction over the parties or their assets. The
Shareholders and WWSI acknowledge and agree that by
agreeing to these arbitration provisions each of the
parties hereto is waiving any right that such party
may have to a jury trial with respect to the
resolution of any dispute under this Agreement or the
agreements or transactions contemplated hereby
(D) PRIOR AGREEMENTS. This Agreement contains the entire agreement
between the parties and supersedes all prior agreements
entered into by the parties relative to the subject matter of
this Agreement.
(E) APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
Jurisdiction over and venue of any suit arising out of or
related to this Agreement shall be exclusively in any state or
federal court of the State of Nevada.
(F) COUNTERPARTS. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by
all of the parties hereto.
(G) NEW SHAREHOLDERS. Nothing in this Agreement shall restrict
WWSI from issuing or selling Securities to third persons on
such terms and conditions as the WWSI's Board of Directors
deems appropriate.
(H) SEVERABILITY. If for any reason any portion of this Agreement
shall be held to be invalid or unenforceable, the holding of
invalidity or unenforceability of that portion shall not
affect any other portion of this Agreement and the remaining
portions of this Agreement shall remain in full force and
effect.
(I) COUNSEL. The parties hereto acknowledge that he or she or it
is aware of his or her right to have independent counsel
review this Agreement concerning his, her or its rights and
obligations under this Agreement prior to their execution of
the Agreement. The parties represent: (i) that he, she or it
has consulted independent counsel, or by executing this
Agreement, waives their right to consult with an attorney
concerning this Agreement; and (ii) that the parties
understand the terms of this Agreement and will be bound by
the terms hereunder.
(J) DEFINED TERMS. Unless stated otherwise, capitalized terms
herein shall have the same meaning set forth in the Share
Exchange and the exhibits thereto.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
WORLDWIDE STRATEGIES INCORPORATED CENTRIC RX, INC.
By: By:
----------------------------------- ------------------------------
James P.R. Samuels, President Jim Crelia, President, CEO
and Chairman
JIM CRELIA
By:
------------------------------
JEFF CRELIA
By:
------------------------------
J. JIREH, INC.
By:
------------------------------
Authorized Representative
CANADA PHARMACY EXPRESS
By:
------------------------------
Authorized Representative
PETER LONGBONS
By:
------------------------------
JACK WEST
By:
------------------------------