VOTING AND LOCK-UP
AGREEMENT
This Voting and Lock-Up Agreement (this
“Agreement”) is made as of August 18, 2008, by and
between GCA II Acquisition Corp., a Delaware corporation
(“Parent”) and Barry L. Hodge, a principal stockholder
of SecurLinx Holding Corp., a Delaware corporation (the
“Company”)(the “Company Principal
Stockholder”).
WHEREAS, concurrently with the execution and
delivery of this Agreement, Parent, SecurLinx Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Parent
(“Merger Sub”) and the Company are entering into an
Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which Merger Sub will be merged with and into the
Company, and the Company shall be the surviving corporation
following the merger (the “Merger”);
WHEREAS, as of the date hereof, the Company
Principal Stockholder is a Beneficial Owner (as defined below) of
the Subject Shares (as defined below); and
WHEREAS, in order to induce Parent to enter into
the Merger Agreement, the Company Principal Stockholder has agreed
to enter into this Agreement;
NOW, THEREFORE, in consideration of the
foregoing premises and of the covenants and agreements set forth
herein and in the Merger Agreement, and intending to be legally
bound hereby, the parties agree as follows:
(a) “Beneficially Own” or
“Beneficial Owner” with respect to any securities means having
“beneficial ownership” as determined pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
(b) “Company Capital Stock”
means shares of common stock, par
value $0.001 per share, of the Company.
(c) “Company Options and Other
Rights” means
options, warrants and other rights to acquire, directly or
indirectly, shares of Company Capital Stock.
(d) “Expiration Date”
means the earlier to occur of
(i) the Effective Time (as defined in the Merger Agreement) or
(ii) the date on which the Merger Agreement is terminated
pursuant to its terms.
(e) “Subject Shares”
means (i) all shares of
Company Capital Stock Beneficially Owned by the Company Principal
Stockholder as of the date of this Agreement and (ii) all
additional shares of Company Capital Stock of which the Company
Principal Stockholder acquires Beneficial Ownership during the
period from the date of this Agreement through the Expiration
Date.
(a) The Company Principal Stockholder hereby
reresents that it is an “accredited investor” as such
term is defined within Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities
Act”);
(b) The Company Principal Stockholder hereby agrees
that, prior to the Expiration Date, at any meeting of the
stockholders of the Company, however called, and in any written
action by consent of stockholders of the Company, unless otherwise
directed in writing by Parent, the Company Principal Stockholder
shall cause to be counted as present thereat for purposes of
establishing a quorum and, subject only to Parent’s
compliance with applicable securities laws, shall vote, or cause to
be voted, any and all Subject Shares Beneficially Owned by the
Company Principal Stockholder as of the record date of such meeting
or written consent:
(i) “FOR” the execution and delivery by
the Company of the Merger Agreement and the adoption and approval
of the Merger Agreement and the terms thereof, in favor of each of
the other actions contemplated by the Merger Agreement and in favor
of any action in furtherance of any of the foregoing;
(ii) “AGAINST” any action or agreement
that would result in a breach of any representation, warranty,
covenant or obligation of the Company in the Merger
Agreement; and
(iii) “AGAINST” the following actions
(other than the Merger and the transactions contemplated by the
Merger Agreement): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business
combination involving the Company or any subsidiary of the Company;
(B) any sale, lease, sublease, license, sublicense or transfer
of a material portion of the rights or other assets of the Company
or any subsidiary of the Company; (C) any reorganization,
recapitalization, dissolution or liquidation of the Company or any
subsidiary of the Company; (D) any change in the individuals
who serve as members of the board of directors of the Company;
(E) any amendment to the Company’s certificate of
incorporation or bylaws; (F) any material change in the
capitalization of the Company or the Company’s corporate
structure; and (G) any other action which is intended, or
could reasonably be expected, to impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement or this
Agreement.
(c) No provision contained in this Agreement shall
prohibit the Company Principal Stockholder from voting in his
capacity as a director of the Company in any manner
whatsoever.
(d) Prior to the Expiration Date, the Company
Principal Stockholder shall not enter into any other agreement or
understanding with any Person requiring him to vote in his capacity
as a stockholder or give instructions in any manner inconsistent
with clause “(i),” clause “(ii)” or clause
“(iii)” of Section 2(b).
(e) The Company Principal Stockholder hereby waives
and agrees not to exercise any applicable “appraisal
rights” under the Delaware General Corporation Law with
respect to the Subject Shares in connection with the Merger and the
Merger Agreement.
(a) In consideration of the issuance of common
stock of Parent in exchange for the Subject Shares (the
“Parent Shares”) to the Company Principal Stockholder
pursuant to the terms of the Merger Agreement, and of other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and notwithstanding any registration on
the part of the Parent Shares under the Securities Act, the Company
Principal Stockholder agrees that, during the period beginning from
the Effective Time (as defined in the Merger Agreement) and
continuing until the date one (1) year thereafter (the
“Release Date”), the Company Principal Stockholder
shall not (a) offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any
Parent Shares, or (b) engage directly or indirectly in any
transaction the likely result of which would involve a transaction
prohibited by clause (a), except in each case as permitted by
Section 3(e) below. Following the Release date, and regardless
of whether any such shares are registered for resale or not, the
Company Principal Stockholder shall restrict all sales of Parent
Shares for one (1) additional year to an amount which, when taken
together with all sales by the Company Principal Stockholder of
Parent Shares within the then-preceding three months, shall not
exceed the greater of:
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one percent
(1%) of the total Parent Shares then issued and outstanding as
shown by the most recent publicly filed report or statement
published by the Parent; or
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the average
weekly reported volume of trading in Parent Shares on all national
securities exchanges and/or reported through the automated
quotation system of a registered securities association during the
four calendar weeks preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution of
the transaction directly with a market maker.
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(b) The foregoing restriction is expressly agreed
to preclude the Company Principal Stockholder from engaging in any
hedging or other transaction which is designed to, or reasonably
expected to lead to, or result in, a sale or disposition of the
Parent Shares even if such shares would be disposed of by someone
other than the Company Principal Stockholder. Such prohibited
hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of
the Parent Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from the
Parent Shares.
(c) The Company Principal Stockholder further
represents and agrees that the undersigned has not taken and will
not take, directly or indirectly, any action which is designed to
or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of
any security of Parent to facilitate the sale or resale of the
Parent Shares, or which has otherwise constituted or will
constitute any prohibited bid for or purchase of the Parent Shares
or any related securities.
(d) The Company Principal Stockholder acknowledges
and agrees that, pending the Release Date, any additional Parent
Shares acquired by such Stockholder upon exercise of replacement
stock options may not be sold or otherwise transferred
notwithstanding that a registration statement on Form S-8 or
Form S-4 may be effective with respect to the exercise of such
options and the sale of Parent Shares obtained thereby.
(e) Notwithstanding the foregoing restrictions on
transfer, t