EXHIBIT 10.6
LOCK-UP AGREEMENT dated January 2, 2005
entered into
BY AND AMONG: 9144-6773 QUEBEC
INC., a corporation duly incorporated under
the Quebec Companies Act, having its head office at 443 Des
Pins Street, Saint-Bruno de Montarville, Province of Quebec,
J3V 5G5, herein represented by Yvon Leveille, its President,
duly authorized in virtue of a resolution of the Board of
directors dated January 2, 2005;
("LEVEILLE HOLDCO")
AND:
9144-6906 QUEBEC INC., a corporation duly incorporated under
the Quebec Companies Act, having its head office at 120 Paul
de Maricourt Street, Sainte-Julie, Province of Quebec, J3E
2Z4, herein represented by Alain Lachambre, its President,
duly authorized in virtue of a resolution of the Board of
directors dated
January 2, 2005;
("LACHAMBRE HOLDCO")
(individually referred herein to as the "VENDOR" and
collectively referred to herein as the "VENDORS").
AND:
3091503 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
company with its principal executive offices at 11 Tanager
Avenue, Suite 100, Toronto, Ontario M4G 3P9 , herein
represented by William Smith, its President, duly authorized
in virtue of a resolution of the Board of directors dated
January 1, 2005;
("ACQUIROR")
AND:
ADSERO CORP., a Delaware corporation with its principal
executive offices at 11 Tanager Avenue, Suite 100, Toronto,
Ontario M4G 3P9 herein represented by William Smith, its Chief
Financial Officer , duly authorized in virtue of a resolution
of the Board of directors dated January 1, 2005;
("ADSERO")
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AND:
YAC CORP., a Delaware corporation, which is a wholly owned
subsidiary of Adsero, with its principal executive offices at
11 Tanager Avenue, Suite 100, Toronto, Ontario M4G 3P9, herein
represented by William Smith, its Chief Financial Officer,
duly authorized in virtue of a resolution of the Board of
directors dated January 1, 2005;
("YAC")
AND:
3091732 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
company, which is a wholly owned subsidiary of YAC, with its
principal executive offices at 11 Tanager Avenue, Suite 100,
Toronto, Ontario M4G 3P9 , herein represented by William
Smith, its President, duly authorized in virtue of a
resolution of the Board of directors dated January 1, 2005;
("CALLCO")
(Acquiror, Callco, YAC, Adsero and the Vendors are referred to
individually herein as a "Party" and collectively as the
"Parties").
PREAMBLE
WHEREAS, the parties hereto have entered
into a share purchase agreement dated
of even date herewith (the "Share Purchase
Agreement");
WHEREAS, pursuant to the Share Purchase
Agreement, the Vendors will receive
collectively 6,500,000 Acquiror Series I
Exchangeable Shares in the share
capital of Acquiror (the "Exchangeable
Shares");
WHEREAS pursuant to the provisions of the
Series I Exchangeable Shares Voting,
Support and Exchange Agreement, the
Exchangeable Shares are exchangeable on a
one for one basis with Adsero Common Shares
as such term is defined in the Share
Purchase Agreement;
AND WHEREAS, the parties hereto have agreed
that 6,000,000 of the Adsero Common
Shares issuable under the Series I
Exchangeable Shares Voting, Support and
Exchange Agreement be subject to resale and
transfer restrictions in order to
restrict their sale, assignment, transfer,
encumbrance or other disposition
which for the purposes of this Agreement
shall be referred to as the "Shares".
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NOW THEREFORE, in consideration of the
premises and of the terms and conditions
contained herein, the parties hereto agree
as follows:
Unless otherwise indicated herein, all
capitalized terms used but not defined
herein have the meanings given to them in
the Share Purchase Agreement.
SECTION 1. PROHIBITION ON TRANSFERS
(a) PROHIBITION ON TRANSFERS.
Except as set forth in Section 3 and subject
to Section 2, no Vendor shall 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 to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any
of the Shares or
(ii)
enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences
of ownership of any of the Shares, whether any such
transaction described in clause (i) or (ii) above is to be
settled by delivery of Shares, in cash or otherwise (any such
transaction, whether or not for consideration, being referred
to herein as a "Transfer" and each Person to whom a Transfer
is made, regardless of the method of Transfer, is referred as
a "Transferee").
(b) OBLIGATIONS OF TRANSFEREES.
No Transfer by a Vendor (including a
permitted Transfer pursuant to Section 3) shall be effective unless
the
Transferee shall have executed and delivered to the Acquiror
and
Adsero, an appropriate document in form and substance
reasonably
satisfactory to the Acquiror and Adsero confirming that the
Transferee
takes such Shares subject to all the terms and conditions of
this
Agreement to the same extent as such Vendor was bound by such
provisions (includin
