LOCKUP - LEAK-OUT AGREEMENT
THIS LOCKUP - LEAK-OUT AGREEMENT
(the "Agreement") is entered into as of May 15, 2009 (the
“Effective Date”), by and among Integrated Freight
Systems, Inc., a Florida corporation, (“IFSI”),
PlanGraphics, Inc., a Colorado corporation
(“PlanGraphics”) and the undersigned person identified
as the “Stockholder”.
WHEREAS, PlanGraphics, a publicly
traded, reporting company, is to be merged into IFSI, as a result
of which the issued and outstanding common stock of IFSI will
succeed to PlanGraphics’ registration under the Securities
Exchange Act of 1934 and the common stock of PlanGraphics will be
automatically converted into common stock of IFSI; and
WHEREAS, the Stockholder is a holder
of common stock of IFSI (the “Common Stock”) and of
PlanGraphics (the stock of which is not covered by this
Agreement);
WHEREAS, the Stockholder has been
asked to enter into this Agreement and other stockholders of IFSI
have been asked and have entered or are expected to enter into
substantially this same, yet a separate agreement; and
WHEREAS, the Stockholder understands
that he, she or it are expected to be benefited by this Agreement
and the agreement of other stockholders as noted above as a result
of reduction of selling pressure in the public market for the
common stock of IFSI;
NOW THEREFORE, in consideration of
the foregoing premises and the benefit to the Stockholder expected
to be derived from this Agreement, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Notwithstanding anything
contained in this Agreement, the Stockholder may transfer
his/her/its shares of Common Stock to his/her/its affiliates,
partners in a partnership, subsidiaries and trusts, or spouses and
lineal descendants for estate planning purposes provided that the
transferee (or the legal representative of the transferee) executes
an agreement to be bound by all of the terms and conditions of this
Agreement.
2. The Stockholder agrees that
during the period beginning on the first day PGRA stock begins to
trade under a new symbol as a result of the transaction with IFSI
and ending 180 days thereafter the Stockholder will not sell Common
Stock into the public market.
3. The Stockholder agrees that on
any day beginning the first day after the 180 day period identified
in paragraph 2 hereof and ending 360 days after such first day, he,
she or it (a) will place sell orders and sell an aggregate of no
more than five percent of previous day’s trading volume as
reported the OTC Bulletin Board or another nationally recognized
quotation medium or stock market and (b) will enter no sell order
at a price less than the published “ask price”
immediately preceding the time at which the sell order is entered.
The Stockholder will deliver
