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EXHIBIT 10.9
PROMOTIONAL SHARES LOCK-IN AGREEMENT
1. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered
into on the______________ day of______________, 1997, by and between Cuidao
Holding Corp., a Florida corporation ("Issuer"), whose principal place of
business is located at 3201 West Griffin Road, Suite 204, Ft. Lauderdale,
Florida 33312-6900, and ______________________________ ("Security Holder")
witnesses that:
A. The Issuer has filed an application with the Securities
Administrators of the States set forth in Exhibit "A" hereto
("Administrators") to register 260,000 of its units ("Units"),
each Unit consisting of one share of the Company's $.0001 par
value common stock ("Common Stock") and one Common Stock
Purchase Warrant ("Warrant"), for sale to public investors who
are residents of those states ("Registration").
B. The Security Holder is the owner of _______ shares of Common
Stock which are deemed to be "Promotional Shares" as defined in
the North American Securities Administrators Association
("NASAA") Statement of Policy on Promotional Shares (the
"Promotional Shares").
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this
Agreement.
II. The Security Holder agrees 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, the Promotional Shares while the
Promotional Shares are subject to this Agreement.
III. The term of this Agreement shall commence on the date first set forth
hereinabove, and shall terminate on the ninth anniversary of this Agreement,
unless terminated earlier with respect to some or all of the Promotional Shares
in accordance with the provisions of Paragraph IV of this Agreement.
IV. The restrictions on the transferability or disposition of the Promotional
Shares set forth in Paragraph II of this Agreement may be terminated as follows:
A. With respect to twenty-five percent (25%) of the Promotional
Shares on the sixth, seventh, eighth and ninth anniversary dates
of this Agreement; or
B. With respect to one hundred percent (100%) of the Promotional
Shares after the Issuer has had annual net earnings per share
equal to, or greater than, five percent (5%) of the public
offering price of the Units (the "Initial Public Offering
Price"), according to generally accepted accounting principles
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("GAAP"), after taxes and excluding extraordinary items, for any
two consecutive fiscal years after the date of effectiveness of
the Registration Statement; or
C. With respect to one hundred percent (100%) of the Promotional
Shares after the Issuer has had average annual net earnings per
share equal to, or greater than, five percent (5%) of the
Initial Public Offering Price, according to GAAP, after taxes
and excluding extraordinary items, for any five consecutive
fiscal year period after the date of effectiveness of the
Registration Statement; or
D. With respect to one hundred percent (100%) of the Promotional
Shares on the date the securities subject to this Agreement
become "Covered Securities" as defined under the National
Securities Markets Improvement Act of 1996; or
E. With respect to one hundred percent (100%) of the Promotional
Shares on the date the Registration of the Units has been
terminated if no Units were sold pursuant thereto.
V. The signatories to this Agreement agree and will cause the following:
A. So long as the Promotional Shares are restricted from transfer
pursuant to the terms of this Agreement, Security Holder shall
waive all of his/her/its rights, title and interests to receive
cash or property dividends with respect to any Promotional
Shares which are restricted from transfer hereunder.
B. So long as the Promotional Shares are restricted from transfer
pursuant to the terms of this Agreement, Security Holder shall
waive all of his/her/its rights, title and interests and
participations in the assets of the Issuer with respect to the
dissolution, liquidation, merger, consolidation, sale of assets,
exchange, or any transaction or proceeding that results in the
distribution of the assets of the Issuer.
C. Promotional Shares 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. Promotional Shares of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security
Holder's estate. The hypothecated Promotional Shares shall
remain subject to the terms of this Agreement. Promotional
Shares may not be pledged to secure any other debt.
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E. Promotional Shares may be transferred by gift to the Security
Holder's family members, provided that the Promotional Shares
shall remain subject to the terms of this Agreement.
F. A notice shall be placed on the face of each stock certificate
of the Promotional Shares covered by the terms of the 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 a typed legend
shall be placed on the reverse side of each stock certificate of
the Promotional Shares representing stock covered by the
Agreement which states that the sale or transfer of the shares
evidenced by the certificate is subject to certain restrictions
on transferability 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.
G. While this Agreement remains in effect, the Issuer shall not
increase the compensation and benefits to its officers and
directors beyond that which is reasonable and customary for the
industry in which the Issuer operates.
H. While this Agreement remains in effect, loans to the Issuer's
officers, directors and employees shall comply in all respects
with the NASAA Statement of Policy Regarding Affiliated
Transactions.
VI. A summary of the terms of this Agreement shall be included in any and all
offering documents related to the public offer and sale of the Units and in
subsequent annual reports of the Issuer.
VII. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of this Agreement signed by the
Signatories to be filed with the Administrators prior to the
effective date of the Registration;
B. Copies of this 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 this 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.
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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 the Agreement
in the capacities, and on the dates, indicated.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
CUIDAO HOLDING CORP.
By:____________________________________________
C. Michael Fisher, President
_______________________________________________
Signature
_______________________________________________
Printed Name of Security Holder
_______________________________________________
Title, if applicable
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