REGISTRATION AND LOCK-UP AGREEMENT
THIS REGISTRATION AND LOCK-UP AGREEMENT (this "Agreement") is made
effective the 8th day of May, 2002, by and between Precom Technology, Inc., a
Florida corporation, (the "Company"), and Greenwich Financial Group, a(n)
(the "Stockholder").
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RECITALS
WHEREAS, the Company and the Stockholder were parties to that certain Share
Exchange Agreement dated February 21, 2002, between the Company and the
Stockholder (the "Exchange Agreement");
WHEREAS, pursuant to the Exchange Agreement the Company agreed to issue to
the Stockholder one million three hundred fifty thousand (1,350,000) shares of
restricted common stock, par value $.001 per share, of the Company (the "Common
Stock"); and
WHEREAS, also pursuant to the Exchange Agreement, the Stockholder would
have certain rights with respect to the registration of such shares of the
Common Stock for sale under the Securities Act, and certain restrictions on the
transfer by the holders of such shares of Common Stock would have existed;
WHEREAS, on April 9, 2002, the Exchange Agreement was rescinded and the
parties entered into a Subscription Agreement; and
WHEREAS, the Company has agreed to honor and complete certain agreements
and conditions that were contemplated under the rescinded Exchange Agreement and
enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in the Exchange Agreement and in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Stockholder agree as follows:
1. Certain Definitions. As used in this Section 1 and elsewhere in this
Agreement, the following terms shall have the following respective meanings:
a. "Commission" means the Securities and Exchange Commission, or any
other Federal agency at the time administering the Securities
Act.
b. "Effective Period" has the meaning set forth in Section 3(a).
c. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
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d. "Exchange Shares" means (a) the shares of Common Stock issuable
to the Stockholder pursuant to the Exchange Agreement and (b) any
other shares of Common Stock of the Company issued in respect of
such shares (because of stock splits, stock dividends,
reclassifications, recapitalizations or similar events);
provided, however, that shares of Common Stock held by the
Stockholder which are Exchange Shares shall cease to be Exchange
Shares upon any sale by the Stockholder pursuant to the Resale
Registration Statement or pursuant to the provisions of Rule 144.
e. "Registration Expenses" means the expenses described in Section
4.
f. "Registration Statement" means a registration statement filed by
the Company with the Commission under the Act for a public
offering and sale of securities of the Company.
g. "Rule 144" means Rule 144 of the Commission promulgated under the
Securities Act.
h. "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
i. "Subject Shares" means the one million three hundred and fifty
thousand (1,350,000) shares of the Exchange Shares with respect
to the Company will file a Registration Statement, pursuant to
the Exchange Agreement.
Other terms used herein and not otherwise defined shall have the respective
meanings ascribed to them in the Exchange Agreement.
2. Resale Registration Statement. On or prior to June 15, 2002, the Company
shall use its best efforts to file a Registration Statement on Form SB-2 or
other suitable form (the "Resale Registration Statement") registering, among
other shares issued, the Subject Shares and shall use its best efforts to cause
the Resale Registration Statement to become effective promptly following the
filing thereof and to remain effective during the Effective Period.
3. Registration Procedures. In connection with the registration of the
Subject Shares under the Securities Act, the Company shall as expeditiously as
possible:
a. prepare and file with the Commission any amendments and
supplements to the Resale Registration Statement as may be
necessary to keep the Resale Registration Statement effective for
a period ending on the earliest of (i) April 16, 2004, (ii) the
date on which all Exchange Shares registered under such Resale
Registration Statement have been sold and (iii) within 90 days of
the date all Exchange Shares may be sold under Rule 144 (the
"Effective Period");
b. furnish to the Stockholder such documents as the Stockholder may
reasonably request in order to facilitate the public sale or
other disposition of the Subject Shares owned by the Stockholder;
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c. use its best efforts to do any and all acts and things that may
reasonably be necessary or desirable to enable the Stockholder to
consummate the public sale of the Subject Shares owned by the
Stockholder; provided, however, that the Company shall not be
required in connection with this subparagraph (c) to qualify as a
foreign corporation or execute a general consent to service of
process in any jurisdiction; and
d. upon the occurrence of any event of the kind described in Section
6(c)(i)-(iii) below, use its best efforts to promptly rectify, or
take such reasonable action with respect to, such event so the
Stockholder is entitled to resume the disposition of the Exchange
Shares in accordance with the terms of this Agreement.
4. Allocation of Expenses. The Company will pay all Registration Expenses
relating to the Resale Registration Statement. For purposes of this Section 4,
the term "Registration Expenses" shall mean all reasonable expenses incurred by
the Company in complying with this Agreement, including all registration and
filing fees, listing fees, printing expenses, and fees and disbursements of
counsel for the Company, provided, however, that except as expressly set forth
herein, in no event shall Registration Expenses include any underwriting fees,
discounts, commissions or fees attributable to the sale of the Subject Shares or
any counsel, accounting or other persons retained by the Stockholder in
connection with the consummation of the transactions contemplated by this
Agreement.
5. Stockholder Covenants. The Stockholder hereby covenants and agrees that:
a. it will not sell any Subject Shares under the Resale Registration
Statement until it receives notice from the Company that the
Resale Registration Statement has become effective.
b. the Stockholder shall furnish to the Company information
regarding the Stockholder and the distribution of the Subject
Shares as is required by law to be disclosed in the Resale
Registration Statement and is different from the information
concerning the Stockholder and the plan distribution contained in
the Resale Registration Statement.
6. Restrictions on Transfer.
a. The Stockholder shall not transfer any of the Subject Shares
following registration except that the Stockholder may transfer
up to 15% per month of the Subject Shares after the Subject
Shares become free trading.
b. In order to enforce the restrictions contained in this Section 6,
the Company may place a legend on the certificates for the
Exchange Shares and impose stop-transfer instructions with
respect to the Exchange Shares until after April 16, 2003.
c. The provisions of this Section 6 shall terminate upon the
earliest of: (i) the closing of a sale, transfer or other
disposition to any person of more than 80% of the shares of the
capital stock then outstanding of the Company; (ii) the closing
of a sale, transfer or other disposition of all or substantially
all of the assets of the Company; or (iii) the
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merger or consolidation of the Company with or into another
corporation, other than a merger or consolidation of the Company
in which the holders of shares of the Company's voting capital
stock outstanding immediately before such merger or consolidation
hold greater than fifty percent (50%) of the surviving entity's
voting capital stock after such consolidation or merger.
7. Transfers Pursuant to Rule 144 or Resale Registration Statement. Upon
the Stockholder's compliance with this Agreement and the applicable provisions
of Rule 144 or prospectus delivery requirements under the Securities Act, as the
case may be, the Company will take such action as may be required to cause its
transfer agent to effectuate any transfer of Exchange Shares properly requested
by such Stockholder, in accordance with the terms and conditions of Rule 144 or
any sale under the Resale Registration Statement.
8. No Assignment. The rights granted pursuant to this Agreement may not be
transferred or assigned by the Stockholder.
9. Amendments and Waivers. The provisions of this Agreement may be modified
or amended only by an agreement or consent in writing executed by the Company
and the. No waiver of any default with respect to any provision, condition or
requirement of this Stockholder Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.
10. Notices. All notices, requests, consents and other communications
required to be given pursuant to this Agreement shall be in writing and shall be
given by personal delivery, facsimile with confirmation of receipt or by
certified or registered mail, postage prepaid, return receipt requested. Notices
shall be deemed effective when personally delivered or so received by facsimile
or three days after being so mailed, as the case may be, to the parties at the
following respective addresses or at such other address of which either party
shall notify the other in accordance with this Section 10:
The Company: Precom Technology, Inc.
c/o Concilium Group, Inc.
2755 East Cottonwood Parkway, Suite 600
Salt Lake City, Utah 84121
The Stockholder: Greenwich Financial Group
2001 West Main Street, Suite 208
Stamford, Connecticut 06902
11. Entire Agreement; Governing Law. This Agreement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the State
of Florida, without giving effect to any of the conflicts of laws provisions
thereof that would require the application of the substantive laws of any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR
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COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. This Agreement embodies the
entire agreement and understanding between the parties, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
12. Remedies. In the event of a breach by the Company or by the
Stockholder, of any of their respective obligations under this Agreement, the
Stockholder or the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement. The Company and the Stockholder agree that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Agreement and hereby further agrees that, in
the event of any action for specific performance in respect of such breach, it
shall waive the defense that a remedy at law would be adequate. Each of the
parties shall be entitled to seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity. In any action at law or
suit in equity to enforce this Agreement or the rights of any of the parties
hereunder, the prevailing party in such action or suit shall be entitled to
receive a reasonable sum for its attorneys' fees and all other reasonable costs
and expenses incurred in such action or suit, if in such action or suit the
principal claim or defense of the non-prevailing party is held to be without
merit because it was not reasonably supported by laws or material and relevant
facts.
13. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the portion of such provision that is
found to be unenforceable shall be excluded from this Agreement and the balance
of the Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.
14. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
15. Interpretation. Unless the context of this Agreement clearly requires
otherwise, (a) references to the plural include the singular, the singular the
plural, the part the whole, (b) references to any gender include all genders,
(c) "including" has the inclusive meaning frequently identified with the phrase
"but not limited to" and (d) references to "hereunder" or "herein" relate to
this Agreement. The section and other headings contained in this Agreement are
for reference purposes only and shall not control or affect the construction of
this Agreement or the interpretation thereof in any respect. Section references
are to this Agreement unless otherwise specified.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
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THE COMPANY: THE STOCKHOLDER:
PRECOM TECHNOLOGY, INC. GREENWICH FINANCIAL GROUP
/s/ Robert J. Hipple /s/ Nicholas M. Calapa
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Robert J. Hipple, President By: Nicholas M. Calapa
Its: Vice President
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