Exhibit 10.4
LOCK-UP AGREEMENT
Ecology Coatings, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Re: Acquisition of Ecology Coatings, Inc. by Ocis Corp.
Ladies and Gentlemen:
The undersigned, a stockholder of Ocis Corp., a Nevada corporation
("OCIS"), understands that Ecology Coatings, Inc., a California corporation
("Ecology"), proposes to enter into an Agreement and Plan of Merger ("Merger
Agreement") by and among OCIS and OCIS-Ecology Acquisition, Inc., a Nevada
corporation and wholly owned subsidiary of OCIS ("Acquisition Subsidiary"),
whereby the Acquisition Subsidiary will merge with and into Ecology (the
"Merger"). As a result of this Merger the shareholders of Ecology will have
voting control of Ocis, which will change its name to Ecology Coatings, Inc.
In order to induce Ecology to enter into the Merger Agreement and to
proceed with the Merger, the undersigned agrees, for the benefit of Ecology,
that the undersigned will not, without Ecology's prior written consent (which
consent may be withheld at Ecology's sole discretion), directly or indirectly,
make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant
of an option to purchase or other disposition or agreement to dispose
(collectively "Sell") Ecology Shares during the Lock-Up Period, unless the
transfer is a Permitted Transfer, as provided below.
"Lock-Up Period" means with respect to one hundred percent (100%) of the
undersigned's Ecology Shares the ninety-day (90) period from the Effective Date
of the Merger.
A "Permitted Transfer" means Ecology Shares (i) transferred as a gift or
gifts (provided, that any donee agrees in writing to be bound by the terms
hereof), (ii) transferred to immediate family members or a trust established for
the undersigned or for immediate family members, or upon death of the
undersigned by will or intestacy (provided, that any such transferee agrees in
writing to be bound by the terms hereof), or (iii) transferred to any
subsidiary, parent, partner, limited partner, retired partner, member or
stockholder of the undersigned (provided, that any such transferee agrees in
writing to be bound by the terms hereof).
The undersigned confirms that he, she or it understands that Ecology will
rely upon the covenants of the undersigned set forth in this agreement in
proceeding with the Merger. This agreement shall be binding on the undersigned
and his, her or its successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
Ecology's transfer agent against the transfer of Ecology Shares held by the
undersigned except in compliance with this agreement.
Sincerely yours,
/s/ Xxxxx X. Xxxxxxxxxxx
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Signature
Xxxxx X. Xxxxxxxxxxx, Director
Print Name and Title
Additional signature(s), if stock
jointly held
----------------------------------------
----------------------------------------
Number of Ecology Shares Subject to
this Agreement
2
/s/ Xxxx X. Xxxxxx
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Signature
Xxxx X. Xxxxxx, Vice President and
Director
Print Name and Title
Additional signature(s), if stock
jointly held
----------------------------------------
----------------------------------------
Number of Ecology Shares Subject to
this Agreement
/s/ R. Xxxx Xxxxxx
----------------------------------------
Signature
R. Xxxx Xxxxxx, President, Secretary,
Treasurer and Director
Print Name and Title
Additional signature(s), if stock
jointly held
----------------------------------------
----------------------------------------
Number of Ecology Shares Subject to
this Agreement
