EXHIBIT 99.1
Lock-Up Agreement
New Millennium Media International, Inc.
000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxxx, Xxxxxxx 00000
December 22, 2003
Xxxxx Coloris
Excipio Group, S.A.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Re: Lock-Up Agreement
This Lock-Up Agreement is being delivered to you in connection with that certain
Consulting Services Agreement, a copy of which is attached hereto as Exhibit A
(the "Agreement"), entered into between Excipio Group, S.A. ("Excipio") and New
Millennium Media International, Inc. ("NMMI"), pursuant to which Excipio shall
perform certain financial, marketing and investor relations consulting services
for a term of six (6) months (the "Services"). Pursuant to the Agreement,
Excipio shall receive One Million Two Hundred Eighty Thousand (1,280,000) shares
of common stock of NMMI (the "Shares").
As partial consideration for the Shares and the decision by NMMI to enter into
the Agreement, you, Xxxxx Coloris, and the entity through which you intend to
provide the Services, Excipio, agree that until December 22, 2004 (the "Lock-Up
Period"), you will not, without the prior written consent of NMMI, directly or
indirectly, contract to sell or sell (the "Transfer") any of the Shares (the
"Lock-Up"); provided, however, in the event you pledge, hypothecate or grant a
security interest in the Shares to a third party and such third party forecloses
on such pledge and/or security interest at any time during the Lock-Up Period,
then you and the Shares underlying this Lock-Up shall be released from the
Lock-Up.
In the event that you receive consent from the transfer agent to Transfer shares
of NMMI, you hereby agree that, during the Lock-up Period, the execution of any
order relating to a Transfer of shares in NMMI shall be agreed to in writing by
NMMI and placed through their transfer agent.
All numbers contained in, and all calculations required to be made pursuant to
this Agreement shall be adjusted as appropriate in order to reflect any stock
split, reverse stock split, stock dividend or similar transaction effected after
the date hereof.
To enable NMMI to enforce the aforesaid covenants, you hereby consent to the
placing of legends and stop-transfer orders on the Shares in the name of, or
beneficially owned by, you.
This Lock-up Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida without giving effect to choice
of law or conflict of law principles.
Very truly yours,
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
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By: Xxxx "JT" Thatch
Title: President/CEO
Agreed and accepted this 22nd day of December, 2003.
EXCIPIO GROUP, S.A.
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By: Xxxxx Coloris
Its:
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By: Xxxxx Coloris, Individually
