LOCK-UP LETTER FOR
THERMACELL TECHNOLOGIES, INC.
Gentlemen:
By virtue of the execution of this letter agreement (the "Agreement")
the undersigned individual and/or entity (hereinafter referred to as the
"Shareholder"), as record and beneficial owner of the number of shares of
Common Stock, $.001 par value per share set forth opposite the Shareholder's
name at the end of this Agreement (the "Shares"), of ThermaCell Technologies,
Inc., a Florida corporation (the "Company") hereby represents and warrants to
the Company as follows:
a) The undersigned has full power and authority to enter into this
Agreement and to restrict the transferability and saleability of the
Shares;
b) The undersigned's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement
pertaining to the Shares or the transaction contemplated herein; and
will not conflict in, result in a breach of, or constitute a default
under any instrument to which the Shareholder is a party;
c) The undersigned owns the Shares free and clear of any and all liens
and encumbrances.
By virtue of the execution of this Agreement and solely in consideration
for the Company's utilizing its best efforts to cause the preparation and
filing with the Securities and Exchange Commission (the "SEC") of a
Registration Statement on Form SB-2 (the "Registrant Statement") under the
Securities Act of 1933, as amended (the "Act"), causing the same to be
ordered effective by the SEC; and the firm commitment undertaking by Xxxxxx
Xxxxxx Securities, Inc. to act as underwriter (the "Underwriter") in
connection with the offering of 1,250,000 Units at $4.00 per Unit and the
execution of an Underwriting Agreement between the Underwriter and the
Company, the terms and conditions of which are hereby incorporated herein by
reference and which document is hereinafter referred to as the "Underwriting
Agreement"; the Shareholder hereby agrees with the Underwriter and the
Company as follows:
The Shareholder agrees not to sell or otherwise dispose of all shares of
the Company's Common Stock required by the Shareholder through the date of
this Agreement for a period of at least two (2) years from the effective date
of the Prospectus for the Company's firm commitment underwriting undertaken
by the Underwriter, without the Underwriter's consent, except in private
transactions in which the purchaser agrees to be bound by such lock-up
agreement with the Underwriter. The Underwriter has the right to extend this
lock-up period for one (1) additional year if the Company does not achieve
during any 12 consecutive month period a cumulative pre-tax profit on income,
calculated and in accordance with GAAP of at least $3,000,000.
Very truly yours,
No. of Shares
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Name of Stockholder
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Signature
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Street Address
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City, State and Zip Code
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Telephone Number
2
