EXHIBIT 10.15
LOCK UP/LEAK OUT AGREEMENT
THIS LOCK UP/LEAK OUT AGREEMENT (the "Agreement" is made and entered into
as of the 01 day of January 2005, by and among Medivisor Inc., a Delaware
corporation (the "Company"), and Xxxxx Xxxxxxxx ("Shareholder"}, as a
shareholder of record of certain shares of common stock of the company, with an
address of 00 Xxxxxxx Xx Xxx Xxxxx.
RECITALS:
WHEREAS, Shareholder is the record owner of 150,000 shares (the "Shares")
of the common Stock of the Company; and
WHEREAS, in order to facilitate an orderly market for the Common Stock of
the Company, the undersigned desire to enter into this Agreement and restrict
the sale, assignment, transfer, conveyance, hypothecation or alienation of the
Common Stock, all on terms set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Notwithstanding anything contained in this Agreement, Shareholder may
transfer its shares of Common Stock to its affiliates, partners in a
partnership, subsidiaries and trusts, spouses or lineal descendants
for estate planning purposes provided that the transferee (or the
legal representative of the transferee) executes an agreement to he
bound by all terms of this Agreement.
2. Shareholder may only sell Shares subject to the following conditions:
2.1 Shareholder shall be allowed to sell Shares in blocks of 5,000
Shares or less per transaction.
2.2 The Shares may only be sold at the "offer" or "ask" price stated
by the relevant market maker. Shareholder agrees that it will not
sell shares at the "bid" price.
2.3 After Shareholder sells 5,000 Shares, Shareholder may not sell
any other Shares unless the "offer" or "ask" price of the Common
Stock increases by .25 basis points above Shareholder's last sale
price. The sale of the next 5,000 Shares, however, may take place
at a price less than the prior sale price plus .25 basis points.
(For example, Shareholder sells 5,000 shares at a price of $10
1/2 . If the "ask" price then increases to $10 3/4 , Shareholder
may sell an additional 5,000 Shares and such sale may occur at a
price less than $10 3/4.
2.4 Notwithstanding the foregoing, if, after Shareholder sells 5,000
Shares, the market maker in the Common Stock (other than the
market maker involved in the first transaction) continues to show
an "offer" or "ask" price at the same price as the first 5,000
share transaction, Shareholder may, on one occasion only, sell an
additional 5,000 shares at that price.
2.5 The Shares may not be sold at a price below $1.00 per share.
2.6 Shareholder shall be allowed to sell up to fifteen (15%) percent
of its Shares held as of the date hereof during each three-month
period, Shareholder may sell the difference between 15% of its
Shares held as of the date hereof and the Shares actually sold
during such three-month period in the next successive three-month
period.
2.7 Shareholder agrees that it will not engage in any short selling
of the Shares.
3. All of the Shares owned as outlined herein shall be included in the
next registration statement to be filed with the Securities and
Exchange Commission (the "Registration Statement") of Medivisor for
the benefit of Shareholder, at no cost to them.
4. Upon the effective date of the Registration Statement (the "Effective
Date"), Shareholder may commence the resale of the Shares as provided
herein, and these resale limitations shall continue with respect to
all shares for a period of twelve months from the Effective Date.
5. Shareholder agrees that all of its Shares are covered by all of the
restrictions hereunder, whether such Shares are owned on the date
hereof or are hereafter acquired (whether by issuance, transfer, upon
exercise of any warrants or options currently held by Shareholder or
otherwise).
6. This Agreement shall terminate twelve months from the Effective Date,
and thereafter all provisions contained herein shall cease and be of
no further force or effect.
7. Notwithstanding anything to the contrary set forth herein, the Company
may, at any time and from time to time, waive any of the conditions or
restrictions contained herein to increase the liquidity of the Common
Stock or if such waiver would otherwise be in the best interests of
the development of the trading market for the Common Stock.
8. In the event of a tender offer to purchase all or substantially all of
the Company's issued and outstanding securities, or a merger,
consolidation or other reorganization with or into an unaffiliated
entity, this Agreement shall terminate and the Shares restricted
pursuant hereto shall be released from such restrictions if
the requisite number of the record and beneficial owners of the
Company's securities then outstanding are voted in favor of such
tender offer, merger, consolidation or reorganization.
9. Except as otherwise provided in this Agreement or any other agreements
between the parties, Shareholder shall be entitled to its
retrospective beneficial rights of ownership of the Shares, including
the right to vote the Shares for any and all purposes.
10. The Shares and per price restrictions covered by this Agreement shall
be appropriately adjusted should the Company make a dividend or
distribution, undergo a forward split or a reverse split or otherwise
reclassify its shares of Common Stock.
11. This Agreement may be executed in any number of counterparts with the
same force and effect as if all parties had executed the same
document.
12. All notices, instructions or other communications required or
permitted to be given pursuant to this Agreement shall be given in
writing and delivered by certified mail, return receipt requested,
overnight delivery or hand-delivered to all parties to this Agreement
at the address set forth above. All notices shall be deemed to be
given on the same day if sent by overnight delivery or the second
business day following the date of mailing.
13. This Agreement sets forth the entire understanding of the parties
hereto with respect to the subject matter hereof, and may not be
amended except by a written instrument executed by the parties hereto.
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to contracts entered into
and to be performed wholly within said State.
IN WHITNESS HEREOF, the undersigned have duly executed and delivered this
Agreement as of the day and year first above written.
Medivisor Inc.
By /s/ XXXX XXXXX
_____________________
Xxxx Xxxxx, President
Shareholder
By /s/ XXXXX XXXXXXXX
_____________________
Its__________________
