LOCK-UP AGREEMENT
August 31, 2004
XXXXX & XXXXXXX LLP
As Agent of the Purchasers of Series A Convertible Preferred Stock
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: VSUS Technologies Incorporated, a Delaware Corporation
Gentlemen:
The undersigned understands that pursuant to a Securities Purchase
Agreement of even date herewith (the "Agreement"), you are acting as agent for
the purchasers (the "Purchasers") of up to 350 units of the Company's securities
consisting of shares of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock"), Class A Warrants, Class B Warrants and Class C Warrants (as
those terms and the other capitalized terms herein are defined in the Agreement)
(hereinafter referred to as the "Securities").
In consideration of Purchasers agreeing to purchase the Securities, and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned hereby agrees that, without the prior written
consent of Xxxxx & Schloss LLP as Agent for the Purchasers, the undersigned will
not (except to another "person" as that term is defined in Rule 144(a)(2) of the
Securities Act of 1933, as amended), for a period ending on the later of: (i)
the redemption of the Preferred Stock and (ii) the date all shares of Preferred
Stock are either redeemed or converted, (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any securities of the Company or any securities convertible into or
exercisable or exchangeable for any securities of the Company (including,
securities which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon exercise of an option or
warrant) or (2) enter into any swap, option, future, forward or other agreement
that transfers, in whole or in part, any of the economic consequences of
ownership of any securities of the Company, including, but not limited to, any
security convertible into or exercisable or exchangeable for any securities of
the Company. Anything to the contrary herein notwithstanding, ninety (90) days
following the effectiveness of the Registration Statement filed to register the
shares underlying the Securities, the pre-offering officers, directors and the
holders of five (5%) percent or more of the Company's Common Stock shall be
entitled to sell a maximum of ten (10%) percent of their respective holdings per
month.
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The undersigned represents and warrants that it is not a party to any
agreement or understanding that would cause a breach of this Lock-Up Agreement
if it were entered into during the period in which the restrictions set forth
herein are effective.
In furtherance of the foregoing, the Company and any duly appointed
agent for the registration or transfer of the securities described herein are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Agreement. 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.
The undersigned understands that the Purchasers are purchasing the
Securities in reliance upon this Lock-Up Agreement.
THIS LOCK-UP 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.
Very truly yours,
VSUS TECHNOLOGIES INCORPORATED
By:
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Name: Xxxxxx Xxxx
Title: Chief Executive Officer
Accepted as of the date first set forth above:
XXXXX & SCHLOSS LLP
as Agent for the Purchasers
By:
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Name: Xxxxxxx X. Xxxxx
Title: Partner
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