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EXHIBIT 10.17
LOCK-UP AGREEMENT
February 1, 2001
Industrialex Manufacturing Corp. Thomson Kernaghan & Co.
00 Xxxxx Xxxxx Xxxxxxx 000 Xxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 9th Floor
80501 Xxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxxx Xxxxxx
Dear Sirs:
Re: Industrialex Manufacturing Corp.
The undersigned (the "Undersigned") acknowledges that it is the registered owner
of 665,000 share purchase warrants (the "Bolder Share Purchase Warrants")
entitling it to acquire 665,000 common shares (the "Shares") in the share
capital of Industrialex Manufacturing Corp. (the "Company"), 175,000 of which
are exercisable at $0.25 per share and 490,000 of which are exercisable at $1.00
per share.
The Company has represented that it intends to make an initial public offering
(the "IPO") of its common stock on the Canadian Venture Exchange ("CDNX")
through Thomson, Kernaghan & Co. Limited (the "Agent"). Further to negotiations
among the Company, the Agent and the Undersigned, the Undersigned has agreed to
enter into a lock-up agreement with respect to the Shares, to be effective as at
the effective date of the IPO.
In that regard, the Undersigned hereby represents and agrees as follows:
1. That
(a) with respect to 332,500 of the Shares (the "First Lock-up Shares")
acquired on the exercise of the Bolder Share Purchase Warrants, it
will not, except as provided below, directly or indirectly sell,
offer to sell, contract to sell, pledge or otherwise dispose of any
of the First Lock-up Shares until that date which is twelve months
after the completion of the IPO; and
(b) with respect to the remaining 332,500 Shares (the "Second Lock-up
Shares") acquired on the exercise of the Bolder Share Purchase
Warrants, it will not, except as provided below, directly or
indirectly sell, offer to sell, contract to sell, pledge
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or otherwise dispose of any of the Second Lock-up Shares until that
date which is fifteen months after the completion of the IPO.
2. Notwithstanding any restriction contained in this agreement to the
contrary, the Undersigned may sell or otherwise transfer the Shares by gift
to a donee who agrees in writing to hold the transferred securities subject
to the restrictions contained in this agreement.
3. The Undersigned confirms that this agreement is irrevocable and shall be
binding upon the Undersigned's successors and assigns. The Undersigned also
hereby agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent and registrar against the transfer of the
Shares, except in compliance with the restrictions described in Sections 1
and 2 hereof, and the placement of a legend describing the foregoing
instructions on the certificates representing the Shares.
The Undersigned understands that the Company and the Agent will proceed with the
IPO in reliance upon the Undersigned's agreements contained herein.
Yours very truly,
Bolder Venture Partners LLC
per:
/s/ Xxxxx Xxxxx
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Authorized Signatory
ACKNOWLEDGED AND AGREED:
INDUSTRIALEX MANUFACTURING CORP.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
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