LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into as of the
30th day of December, 1999, between and among Xxxxxxxxx.xxx, Inc. (the
"Company"), and Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, 1st Net Technologies, Inc.,
Entrepreneur Investments, LLC, The Xxxxxx Family Trust, Xxxx X. Xxxxxx, Xxxxxxx
X. Xxxxx and Xxxx Xxxxxx (collectively, the "Shareholders" and each, a
"Shareholder"), as the shareholders of record of certain shares of common stock,
$.0001 par value per share (the "Common Stock"), of the Company.
R E C I T A L S :
WHEREAS, in order to facilitate the Company's plans to raise additional
financing and ensure an orderly market for the Common Stock in the future, the
undersigned desire that the Shareholders refrain from selling, assigning,
transferring, conveying, hypothecating or otherwise alienating their respective
stock certificate(s) representing the number of shares of the Company's Common
Stock set forth opposite the name of each Shareholder on Exhibit A attached to
this Agreement and incorporated herein by this reference (collectively, the
"Lock-Up Shares"), during the period of two years following the date hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The parties hereto agree that the above recital provisions are herein
incorporated as part of the terms and conditions of this Agreement.
2. The Lock-Up Shares shall not be sold, assigned, transferred, conveyed,
hypothecated or otherwise alienated during the period of two years following the
date of this Agreement through December 29, 2001 (the "Termination Date").
3. This Agreement shall terminate and the Lock-Up Shares shall be
released on the Termination Date.
4. Except as otherwise provided in this Agreement, any dividend, cash,
securities or property paid or issued with respect to the Lock-Up Shares by
reason of any exchange of shares, merger, consolidation, recapitalization,
reorganization or other business combination or otherwise shall accrue to the
benefit of the Lock-Up Shares and be paid or delivered directly to the
Shareholders.
5. In the event of a tender offer to purchase all or substantially all of
the Company's issued and outstanding securities, or a merger, consolidation or
other reorganization with or into an unaffiliated entity, this Agreement shall
terminate and the Lock-Up Shares shall be released if the requisite number of
the record and beneficial owners of the Company's securities then outstanding
(excluding all securities owned of record or beneficially by any officer or
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director of the Company or any Shareholder) are voted in favor of such tender
offer, merger, consolidation or reorganization.
6. Except as otherwise provided in this Agreement, the Shareholders shall
have all beneficial rights of ownership of the Lock-Up Shares, including the
right to vote the Lock-Up Shares for any and all purposes.
7. The Lock-Up Shares covered by this Agreement shall be adjusted should
the Company make a dividend or distribution, undergo a split or a reverse split
or otherwise reclassify, its shares of Common Stock.
8. This Agreement may be executed in any number of counterparts with the
same force and effect as if all parties had executed the same document.
9. All notices, instructions or other communications required or
permitted to be given pursuant to this Agreement shall be given in writing and
delivered by certified mail, facsimile or hand-delivered to all parties to this
Agreement.
10. This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and may not be
amended except by a written instrument executed by all of the parties hereto.
11. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as of the day and year first above written.
XXXXXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
--------------------------------------- -------------------------------
Xxxxx X. Xxxxx, Chief Executive Officer Xxxxx X. Xxxxx
1ST NET TECHNOLOGIES, INC.
/s/ Xxxxx X. Xxxxxxxx By:
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Xxxxx X. Xxxxxxxx (Title)
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Attached to and incorporated in that certain Lock-Up Agreement dated December
30, 1999, between and among Xxxxxxxxx.xxx, Inc., and Xxxxx X. Xxxxx, Xxxxx X.
Xxxxxxxx, 1st Net Technologies, Inc., Entrepreneur Investments, LLC, The Xxxxxx
Family Trust, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxx and Xxxx Xxxxxx.
ENTREPRENEUR INVESTMENTS, LLC THE XXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxx, Xx. By: /s/ Xxxx X. Xxxxxx
--------------------------------------- -------------------------------
Xxxxx X. Xxxxxx, Xx., Managing Member Xxxx X. Xxxxxx, Trustee
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxx X. Xxxxxx Xxxxxxx X. Xxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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EXHIBIT A
Name of Shareholder Number of Shares
--------------------------------- ---------------------
Xxxxx X. Xxxxx 453,300
Xxxxx X. Xxxxxxxx 439,000
1st Net Technologies, Inc. 235,500
Entrepreneur Investments, LLC 202,500
The Zeuger Family Trust 132,748
Xxxx X. Xxxxxx 85,552
Xxxxxxx X. Xxxxx 66,000
Xxxx Xxxxxx 35,400
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Total 1,650,000
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