Exhibit 10.11 - Xxxxxxx'x Lockup Agreement
XXXXX XXXXXXX
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
March 10, 2003
Pet Edge, LLC
x/x Xxxx Xxxxxxxxx
00-00 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
In order to induce Pet Edge, LLC, a Connecticut limited liability company
("Edge") to purchase $1,000,000 principal amount of PetCARE Television Network,
Inc.'s (the "Company") Senior Convertible Promissory Note (the "Note"), the
undersigned, as the beneficial owner of 2,300,000 shares of Common Stock of the
Company (the "Securities"), covenants and agrees for the benefit of the Company
and Edge to abide to the following terms and conditions of this Agreement:
1. From the date the Note is issued until a date which is both at least (i) six
(6) months after the Note shall have been converted into Common Stock and (ii)
six (6) months after the earlier to occur of (a) the effective date of a
Registration Statement, registering Edge's shares of Common Stock underlying the
Note, or (b) six (6) months after Edge can sell the shares of Common Stock
underlying the Note pursuant to Rule 144(k), the undersigned will not, without
the prior written consent of Edge, offer, pledge, sell, transfer, assign,
contract to sell, grant any option for the sale of, or otherwise dispose of,
directly or indirectly, pursuant to Rule 144 promulgated under the Securities
Act of 1933, as amended ("Rule 144") or otherwise, any shares of the Common
Stock beneficially or otherwise owned by the undersigned, except that the
undersigned may transfer any of such shares in a private transaction, provided,
that the transferee agrees in writing to be bound by an identical restriction
and that the stock certificate for the shares so transferred bears the
appropriate legend. Notwithstanding the foregoing, the aforementioned
restrictions shall terminate the date that the Note is paid in full.
2. To enable Edge to enforce the aforesaid covenants, the undersigned hereby
consents to the placing of restrictive legends consistent with this Agreement
upon the Securities and to the entry of stop-transfer orders consistent with
this Agreement on the books and records of the transfer agent of the Securities
with respect to any Securities registered in the undersigned's name or
beneficially owned by the undersigned. The Company agrees to instruct the
transfer agent to place such legends and enter such stop-transfer orders and not
to transfer any Securities without the consent of Edge as set forth herein. The
undersigned acknowledges that damages at law would not provide an adequate
remedy for violation or a threatened violation of this Agreement and the
undersigned consents to the grant of prompt equitable relief, including the
grant of a preliminary injunction with respect to any violation or threatened
violation of this Agreement.
3. The undersigned represents that the Securities are the only securities of the
Company which the undersigned owns either beneficially or otherwise and that
this Agreement will apply to any other securities of the Company which the
undersigned acquires beneficially or otherwise in the future.
4. The undersigned understands that the Company and Edge have relied upon this
Agreement in proceeding with the purchase of the Note. The provisions of this
Agreement shall be binding upon the undersigned and the successors, assigns,
heirs, and personal representatives of the undersigned. This Agreement shall
remain in effect regardless of whether or not Edge assigns the Note. The
undersigned further acknowledges that this Agreement is being entered into for
the benefit of Edge and that Edge shall be entitled to xxx to enforce the terms
of this Agreement and/or to recover damages for any breach thereof. The
undersigned further consents to the personal jurisdiction of Courts in the State
of New York or Connecticut with respect to any suit to enforce or pertaining to
this Agreement, in addition to Courts in Florida. Additionally, this Agreement
may not be changed without the written consent of Edge.
Very truly yours,
Signature: /s/ Xxxxx Xxxxxxx
-------------------------
Print Name: Xxxxx Xxxxxxx
------------------------
Accepted and Agreed to:
PETCARE TELEVISION NETWORK, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: President
Approved:
Edge Pet, LLC
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: President
2
[Form of Legend]
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND
UNTIL REGISTERED UNDER THE ACT, AS AMENDED, OR AN OPINION OF COUNSEL FOR THE
COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
LOCK UP AGREEMENT WITH PET EDGE, LLC ("EDGE') PURSUANT TO WHICH THE HOLDER HAS
AGREED NOT TO SELL OR DISPOSE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
FROM THE DATE THE NOTE IS ISSUED UNTIL A DATE WHICH IS (A) BOTH AT LEAST (I) SIX
(6) MONTHS AFTER THE NOTE SHALL HAVE BEEN CONVERTED AND (II) SIX (6) MONTHS
AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT, REGISTERING EDGE'S SHARES
OF COMMON STOCK UNDERLYING THE NOTE OR (B) SIX (6) MONTHS AFTER EDGE CAN SELL
THE SHARES OF COMMON STOCK UNDERLYING THE NOTE PURSUANT TO RULE 144(K),
WHICHEVER IS EARLIER, WITHOUT THE PRIOR WRITTEN CONSENT OF EDGE, PROVIDED
HOWEVER THAT THE SECURITIES MAY BE SOLD IN A PRIVATE TRANSACTION DURING THE
LOCK-UP PERIOD SO LONG AS THE ACQUIROR OF THE SECURITIES AGREES TO BE BOUND BY
THE TERMS OF THE LOCK UP AGREEMENT AND, PROVIDED FURTHER THAT THE SECURITIES OR
ANY PORTION THEREOF MAY BE TRANSFERRED BY ANY SUCH TRANSFEREE TO A TRUST FOR THE
BENEFIT OF OR AS GIFTS TO FAMILY MEMBERS OR BY COURT ORDER OR PURSUANT TO THE
LAWS OF DESCENT AND DISTRIBUTION.
