Exhibit 10.10
LOCK-UP AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 20th day of November,
2001, between the undersigned (the "Undersigned") and Vizacom Inc., a Delaware
corporation (the "Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which consideration are hereby acknowledged, the Undersigned agrees
as follows:
1. Background. The Undersigned acknowledges that the Company has required,
and the Undersigned has agreed, to refrain from selling certain quantities of
securities of the Company following the execution and delivery of the Settlement
and General Release Agreement ("Agreement"), dated the date hereof, between the
Company and the Undersigned, pursuant to which the Undersigned is to be issued
40,000 shares (the "Shares") of common stock, par value $.001 per share, of the
Company. To induce the Company to proceed with such Agreement, the Undersigned
has entered into this Agreement.
2. Restriction. The Undersigned hereby agrees that from and after the date
hereof, the Undersigned will not directly or indirectly sell or transfer in
excess of an aggregate of 2,000 Shares per week. The Undersigned further agrees
that the Company is authorized to place "stop orders" on its books to prevent
any transfer of the Shares by the Undersigned in violation of this Agreement.
3. Reliance by the Company and Other Stockholders. The Undersigned
acknowledges that the Company is relying upon the agreements of the Undersigned
contained herein, and that the failure of the Undersigned to perform the
agreements contained herein could have a detrimental effect upon any proposed
offering of the Company's securities. Accordingly, the Undersigned understands
and agrees that the Undersigned's agreements herein are irrevocable.
4. Arbitration. Any dispute arising between the parties under this
Agreement, including but not limited to those pertaining to the formation,
validity, interpretation, effect or alleged breach of this Agreement, will be
submitted for binding arbitration to the American Arbitration Association in New
York, New York before a panel of three arbitrators, provided the Undersigned
shall be entitled to select one arbitrator, the Company shall be entitled to
select one arbitrator and the third arbitrator shall be selected by mutual
agreement of the parties, provided, further, if the parties cannot agree on the
third arbitrator, such arbitrator shall be selected by the other two
arbitrators. Each party shall pay the fees of their respective attorneys, the
expenses of their witnesses and any other expenses connected with presenting
their claim. Other costs of the arbitration, including the fees of the
arbitrator, cost of any record or transcript of the arbitration, administrative
fees, and other fees and costs shall be borne equally by the parties.
5. Miscellaneous.
(a) At any time, and from time to time, after the signing of
this Agreement, the Undersigned will execute such additional instruments
and take such action as may be reasonably requested by the Company to carry out
the intent and purposes of this Agreement.
(b) This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, except to the extent
that the securities laws of the State in which the Undersigned resides and
federal securities laws may apply.
(c) This Agreement contains the entire agreement of the Undersigned
with respect to the subject matter hereof.
(d) This Agreement shall be binding upon the Undersigned and its
successors and assigns.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Agreement as of the day and year first above written.
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: CFO
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