LOCK UP AGREEMENT
AGREEMENT, dated as of the 1st day of September 2002, (the "Effective
Date"), by and between The Flower Valet, a Nevada corporation (the
"Company"), and the sole stockholder of the Company who has executed this
agreement (hereinafter called the "Stockholder").
WHEREAS, the Company is a corporation organized and existing under the
laws of the State of Nevada, authorized to issue common stock with a par
value of $0.001 (the "Common Stock"), of which there are issued and
outstanding 350,000 shares, as of August 31, 2002; and
WHEREAS, the Company contemplates a Nevada Registration pursuant to NRS
90.490 (the "Registration") of its Common Stock; and
WHEREAS, in connection with the Registration the Stockholder has agreed
to lock up an aggregate of 350,000 shares of Common Stock, upon the terms and
conditions set forth herein.
In consideration of the mutual covenants and promises herein contained,
the parties hereto agree as follows:
1. The Stockholder and the Company hereby agree to hold in their respective
names, in accordance with the provisions hereof, certificates
representing an aggregate of 350,000 shares of Common Stock owned of
record by the Stockholder (the "Lock Up Shares").
2. This Agreement shall become effective upon the date first above written
and shall continue in effect until the earlier of (i) a period of three
years from the date of this Offering; (ii) when the Company's stock is
traded on the NASD "Over-the-Counter Bulletin Board" at an average share
price of greater than the price in this prospectus for a minimum of
three months; (iii) the Shares are listed on the NASDQ "Small Cap" or
higher market; (iv) the Company has paid the initial purchase price back
to the purchasing shareholders in the form of Company dividends; or (v)
in accordance with the terms hereof (the "Termination Date"). The
period of time from the Effective date until the Termination Date is
referred to herein as the "Lock Up Period."
3. During the Lock Up Period, the Stockholder shall receive all of the
money, securities, rights or property distributed in respect of the Lock
Up Shares then held, including any such property distributed as
dividends or pursuant to any stock split, merger, recapitalization,
dissolution, or total or partial liquidation of the Company.
4. Upon the occurrence or satisfaction of the condition specified in
Paragraph 2 hereof, the Company shall promptly give appropriate notice
to the Company's transfer agent and present such documentation as is
reasonably required to evidence the satisfaction of such conditions.
5. The Stockholder shall have the sole power to vote the Lock Up Shares
while they are being held pursuant to this Agreement.
6. The Stockholders agrees that during the term of this Agreement she will
not sell, transfer, hypothecate, negotiate, pledge, assign, encumber or
otherwise dispose of any or all of the Lock Up Shares set forth opposite
his name on Exhibit A hereto, unless any one of the conditions in
Paragraph 4 have been met or the transferee agrees to be bound by the
provisions of this Agreement. This restriction shall not be applicable
to transfers upon death, by operation of law, to family members of the
Stockholder or to any trust for the benefit of the Stockholder, provided
that such transferees agree to be bound by the provisions of this
Agreement.
The Stockholder will take any action necessary or appropriate, including
the execution of any further documents or agreements, in order to
effectuate the provisions of this Agreement.
7. Upon execution of this Agreement, the Company shall direct the transfer
agent for the Company to place stop transfer orders with respect to the
Lock Up Shares and to maintain such orders in effect until September 1,
2002.
8. Each notice, instruction or other certificate required or permitted by
the terms hereof shall be in writing and shall be communicated by
personal delivery, fax or registered or certified mail, return receipt
requested, to the parties hereto at the addresses set forth below, or at
such other address as any of them may designate by notice to each of the
others:
(i) If to the Company, to:
The Flower Valet
0000 X. Xxxxxxxx Xx., Xxxxx X-X0
Xxx Xxxxx, Xxxxxx 00000
(ii) If to the Stockholder, to her respective address at the
Company's address.
A copy of all communications sent to the Company or the stockholder
shall be sent by ordinary mail to the Xxxxxxxxxx Law Group, 000 Xxxx
Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000
9. Except as set forth in paragraph 11 hereof, this Agreement may not be
modified, altered or amended in any material respect or cancelled or
terminated except with the prior consent of the holders of all of the
outstanding shares of Common Stock of the Company.
10. In the event that the Registration is not consummated within six months
of the Effective Date, this Agreement shall terminate and be of no
further force and effect.
11. The Stockholder agrees that in the event she holds common stock in
street name that she will request the transfer of the common stock out
of street name and back into the name of the individual Stockholder.
12. This Agreement embodies and constitutes the entire understanding between
the Stockholder and the Company with respect to the subject matter
hereof, and all prior understandings, representations and statements, if
any, whether oral or written, are merged into this Agreement. Neither
this Agreement nor any provision hereof may be waived, modified,
amended, discharged or terminated except by an instrument signed by the
party against whom the enforcement of such waiver, modification,
amendment, discharge of termination is sought, and then only to the
extent set forth in such instrument.
13. In the event that any term, condition, covenant, agreement, requirement
or provision herein contained shall be held by any court to be
unenforceable, illegal, void, or contrary to public policy, such term,
condition, covenant, agreement, requirement or provision shall be of no
effect whatsoever upon the binding force or effectiveness of any of the
other terms hereof, it being the intention and declaration of the
parties hereto that had they or any of them known of such
unenforceability, illegality, invalidity or contrariety to public
policy, they would not have entered into a contract, each with the
other, containing all of the terms, conditions, covenants, agreements,
requirements and provisions hereof.
14. If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter
agreed upon by the parties, or if no single arbiter can be agreed upon,
an arbiter or arbiters shall be selected in accordance with the rules of
the American Arbitration Association and such dispute, difference, or
disagreement shall be settled by arbitration in accordance with the then
prevailing commercial rules of the American Arbitration Association, and
judgment upon the award rendered by the arbiter may be entered in any
court having jurisdiction thereof
15. This Agreement shall be governed by and construed in accordance with the
laws of Nevada and shall be binding upon and inure to the benefit of all
parties hereto and their respective successors in interest and assigns.
16. This Agreement may be executed in several counterparts, which taken
together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the day and year first above
written.
The Flower Valet
By:/s/ Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx, President
STOCKHOLDER:
/s/ Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx, Individually
