Laurus Master Fund, Ltd. c/o Laurus Capital Management, L.L.C.
Laurus
Master Fund, Ltd.
c/o
Laurus Capital Management, L.L.C.
000
Xxxxx
Xxxxxx 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
September
12, 2006
00000
Xxx
Xxxx Xxxxxxx Xxxx.
Xxxxxxx,
Xxxxxxxxxx 00000-0000
Ladies
and Gentlemen:
Laurus
Master Fund, Ltd. (“Laurus”) has provided certain financing to Titan Global
Holdings, Inc. (the “Company”), pursuant to agreements dated as of November 20,
2003 and March 30, 2004 (the “Agreements”), pursuant to which Laurus has
received or has the right to receive certain shares (the “Shares”) of the
Company’s common stock (“Common Stock”). Laurus and the Company have entered
into an agreement dated as of the date hereof pursuant to which the Company
has
a right to purchase certain shares of the Company’s common stock from Laurus. In
consideration of good and valuable consideration, receipt of which is hereby
acknowledged, Laurus hereby agrees that during the period commencing on the
date
hereof through the date which is two years thereafter, without the prior written
consent of the Company, Laurus will not sell Shares during a twenty two (22)
day
trading period in a number that exceeds twenty percent (20%) of the aggregate
dollar trading volume of the Common Stock for the twenty two (22) day trading
period immediately preceding and including the date of such proposed sales
by
Laurus. Such restriction shall not in any way affect Laurus’ right to convert or
exercise any of its options, warrants or convertible notes issued by the
Company.
Notwithstanding
the foregoing, the restrictions set forth above shall not apply to transfers
in
a private transaction, including as a bona
fide
gift or
gifts, provided that the transferee thereof agree to be bound in writing by
the
restrictions set forth herein.
The
undersigned hereby represents and warrants that (i) the undersigned has full
power and authority to enter into this Letter Agreement, and (ii) the
undersigned was represented by legal counsel in connection herewith. All
authority herein conferred or agreed to be conferred and any obligations of
the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
This
agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to the conflict of laws principles
thereof.
| LAURUS MASTER FUND, LTD. | ||
| |
|
|
| By: | /s/ Xxxxx Grin | |
|
Name: Xxxxx Grin |
||
| Title: Director | ||
