EXHIBIT 10.7
LOCK-UP AGREEMENT
March 2, 1998
Renaissance Capital Growth & Income Fund III, Inc.
Renaissance US Growth & Income Trust PLC
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX-00
Xxxxxx, Xxxxx 00000
Re: La-Man Corporation
Gentlemen:
The undersigned executive officer of La-Man Corporation, a Nevada
corporation (the "Company"), owns shares of common stock, $.001 par value
("Common Stock"), of the Company and understands that you propose to enter into
a Convertible Loan Agreement, dated as of March 2, 1998 (the "Loan Agreement"),
with the Company providing for a convertible loan to the Company in the
aggregate principal amount of $3,500,000 (the "Loan"). In consideration of your
execution of the Loan Agreement, your providing the Loan and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
undersigned agrees with you that (a) for a period beginning on the date of the
Loan Agreement and continuing to and including the date twelve (12) months after
the date of the Loan Agreement the undersigned will not, directly or indirectly,
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
beneficially owned or controlled by the undersigned (including subsequently
acquired shares or securities convertible or exercisable into shares), without
your prior written consent, except for transfers to family members, family
partnerships and trusts for the benefit of family members or for estate planning
purposes, provided that prior to any such transfer, any such transferee shall
have executed and delivered to you a lock-up agreement substantially in the form
of this Agreement for the remaining period covered hereby, and (b) for a period
beginning on the day after the date twelve (12) months after the date of the
Loan Agreement and continuing to and including the date on which the Debentures
have been paid in full, the undersigned will not, directly or indirectly, offer,
sell, contract to sell or otherwise dispose of any Common Stock beneficially
owned or controlled by the undersigned (including subsequently acquired shares
or securities exercisable or convertible into shares), without your prior
written consent, except for (i) sales pursuant to SEC Rule 144 and (ii)
transfers to family members, family partnerships and trusts for the benefit of
family members or for estate planning purposes, provided that prior to any such
transfer, any such transferee shall have executed and delivered to you a lock-up
agreement substantially in the form of this Agreement. The undersigned agrees
and consents to the entry of stop transfer instructions with the Company's
transfer agent against any transfer of shares of Common Stock owned by the
undersigned not in compliance with this Lock-Up
Agreement. Notwithstanding anything to the contrary above, nothing herein shall
restrict or otherwise limit the ability or right of the undersigned to pledge to
a bank or margin any shares of Common Stock otherwise subject to the terms of
this Lock-Up Agreement.
Very truly yours,
/s/ J. Xxxxxx Xxxxxxx
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Name: J. Xxxxxx Xxxxxxx
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Title: Chairman
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