LOCK-UP AGREEMENT
Lane
Capital Markets, LLC.
000
Xxxxxx Xxxxx Xxxx
Fairfield,
CT 06824
Attn:
Xxxx X. Xxxx, CEO
RE:
ValueRich,
Inc.
Registration Statement on Form SB-2
File No.: 333-13551
Ladies
and Gentlemen:
The
undersigned is a shareholder of ValueRich, Inc., a Delaware corporation (the
“Company”), and wishes to facilitate the initial public offering (the
“Offering”) of up to 2,000,000 shares (the “Shares”) of the Company’s common
stock, par value $0.01 per share the “Common Stock”). The Company has filed a
Registration Statement on Form SB-2 (File No.: 333-135511) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) to register
the Shares under the Securities Exchange Act of 1933, as amended (the
“Act”).
In
consideration of the foregoing, and in order to induce you to act as the
representative of the underwriters in the Offering, the undersigned hereby
agrees that he, she or it will not, without your prior written consent, for
a
period of twelve (12) months following the date the SEC declares the
Registration Statement to be effective under the Act (the “Effective Date”),
offer to sell, hypothecate, assign, contract to sell or otherwise sell
(including without limitation in a short sale) or dispose of, whether or not
for
consideration, directly or indirectly, shares of Common Stock, or any options
or
warrants to purchase shares of Common Stock, or any other securities convertible
into or exchangeable for shares of Common Stock, now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has the power of
disposition, including securities representing stock dividends, stock splits,
recapitalizations, and the like, that are granted to, or received by the
undersigned during the term of this Agreement in connection with or as a result
of its holdings of shares of Common Stock or pursuant to options, warrants
or
agreements as of the date hereof (collectively, the “Restricted Securities”).
The
undersigned hereby agrees to open an account with you to deposit the Restricted
Securities owned by the undersigned in such account, except to the extent that
any Restricted Securities are being held by a third party trustee pursuant
to
the requirements of law and as to which the undersigned does not have
disposition rights (“Trustee Restricted Securities”). Except to the extent that
Trustee Restricted Securities need not be deposited in an account with you,
Trustee Restricted Securities shall be subject to all limitations on transfer
or
disposition provided for herein with respect to Restricted Securities.
Notwithstanding
the foregoing or anything contained herein to the contrary, the undersigned
may
transfer any shares or securities subject to this lock-up agreement either
during his or her lifetime or on death by will or intestacy to an existing
shareholder, a member of his or her immediate family or the immediate family
of
an existing shareholder, or to a trust the beneficiaries of which are
exclusively the restricted person and/or a member or members of his or her
immediate family; provided, however, that prior to any such transfer each
transferee shall execute an agreement, satisfactory to the Lane Capital Markets,
LLC, pursuant to which each transferee shall agree to receive and hold such
restricted securities, subject to the provisions of this lock-up agreement,
and
there shall be no further transfer except in accordance with the provisions
of
this lock-up agreement. The term “immediate family” shall mean the spouse,
lineal descendant, father, mother, brother or sister, inclusive of such
relatives by adoption, of the transferor or existing shareholder and the
immediate family of the spouse of the transferor or existing shareholder. If
any
of the Restricted Securities have exercise or conversion rights, the undersigned
may exercise such rights, but the exercised or converted securities will also
be
deemed Restricted Securities and subject to this Agreement. On a case-by-case
basis, subject to the prior written approval by the Company and at exchange
values determined by the Company, the undersigned may use Restricted Securities
in lieu of cash for the exercise or conversion of the rights, in which case
you
will release the certificate representing such Restricted Securities to the
Company in exchange for the certificate representing the exercised or converted
Securities.
Furthermore,
the undersigned hereby agrees that subsequent to the expiration of the twelve
(12) month lock-up period, he, she or it will only dispose of or otherwise
encumber any Restricted Securities when the sale price per share of Common
Stock, adjusted for any splits, or any material change in capital structure
via
merger or business combination, trades above 60% of the initial offering
price
of the Shares for 20 consecutive business days; provided, further, that
commencing twelve (12) months from the Effective Date, should the Common
Stock
trade above 60% of the initial offering price of the Shares for a 20 consecutive
business day period, this Agreement shall automatically terminate. The lock-up
expires in all cases on the third (3rd)
anniversary date of the Effective Date.
The
undersigned understands that the covenants of the undersigned contained herein
are irrevocable and shall be binding upon the undersigned’s heirs, legal
representatives, successors and assignees. The undersigned agrees and consents
to the entry of stock transfer instructions with the Company’s transfer agent
against the transfer of Restricted Securities held by the undersigned except
in
compliance with this Agreement and to the placement of a restrictive legend
referencing the existence of and restrictions imposed by this Agreement.
This
Agreement will be governed by the laws of the state of Delaware, without regard
to its conflict of laws principles.
| Very truly yours, | |||
| Individuals Sign Here: | Entities Sign Here: | ||
| By: | |||
|
Shareholders’ Signature |
Name:
Title:
|
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|
Name
(print)
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