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VOTING AND LOCK-UP AGREEMENT

Lockup Agreement

VOTING AND LOCK-UP AGREEMENT | Document Parties: GCA II ACQUISITION CORP | SecurLinx Holding Corp You are currently viewing:
This Lockup Agreement involves

GCA II ACQUISITION CORP | SecurLinx Holding Corp

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Title: VOTING AND LOCK-UP AGREEMENT
Governing Law: New York     Date: 8/21/2008
Law Firm: Steptoe Johnson    

VOTING AND LOCK-UP AGREEMENT, Parties: gca ii acquisition corp , securlinx holding corp
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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:

 

1.   Definitions .

 

(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.

 

2.   Voting Agreement .

 

(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.

 

 

2


 

 

3.   Lock-up 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:

 

 

(i)

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

 

(ii)

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.

 

(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


 
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