Lockup Agreement
This Lockup Agreement (the "Agreement") is entered into as of this 12th
day of August 2005, by and among (the
"Shareholder") and Cross Atlantic Commodities, Inc., a Nevada
corporation (the "Company").
Whereas, the shareholder holds common stock of the Company or
securities convertible into or exercisable for common stock of the
Company (collectively, "Securities");
Whereas, the Company believes it is in the best interests of its
stockholders to establish an orderly trading market for shares of the
Company's common stock.
Whereas, the Company desires the Shareholder to refrain selling
securities held by the Shareholder to encourage orderly trading in
shares of the Company's common stock;
Now, therefore, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Lockup of Securities. The Shareholder agrees, that without the
prior written consent of the Company, the Shareholder will not make or
cause any sale of any Securities listed on Exhibit I hereto which, as
of the date of this Agreement, the Shareholder owns either of record or
beneficially, and which the Shareholder has the power to control the
disposition; provided, however, that the Shareholder may, without the
Company's prior written consent, (i) sell or otherwise transfer
Securities in the Company, or any of its wholly-owned subsidiaries, or
make a gift of Securities without consideration to an organization
exempt from taxation under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, or (ii) transfer shares to an exchange fund
if such transfer does not require the Shareholder to file a Form 144
pursuant to the rules of the Securities and Exchange Commission.
2. Consideration for Lockup. In consideration for the Shareholder
agreeing to be bound by the terms of this Agreement, the Company grants
the Shareholder the right to sell up to 10% of the total amount of
shares owned by the Shareholder at the time of this agreement, after
termination of the Company's SB-2 offering.
Starting 3 months after the termination of the Company's SB-2 offering,
the Company grants the Shareholder the right every 3 months to sell up
to 10% of the total amount of shares owned by the Shareholder at the
time of this agreement.
The balance of shares may be sold by the Shareholder without
consideration for lockup, 24 months after the termination of the
Company's SB-2 offering.
3. Failure to Register Shares. Should the shares required by
Section 2 of this Agreement not be filed in a registration statement
with the Securities and Exchange Commission within 90 days of this
Agreement, then this Agreement shall be null and void and of no further
force and effect.
4. Transfer; Successor and Assigns. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party
other than the parties hereto, or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.
5. Governing Law. This Agreement shall be governed by and construed
under the laws of the State or New York applicable to contracts entered
into and fully to be performed in the State of New York by residents of
the State of New York.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constituted one and the same instrument.
7. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8. Notices.
All notices, requests, demands and other communications under this
Agreement or in connection herewith shall be given or made upon (i) the
Shareholder at such Shareholder's address set forth on the signature
page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc.,
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention
President and General Counsel.
All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in
writing, and shall be sent by overnight courier, or by facsimile with
confirmation of receipt, and shall be deemed to be given or made when
receipt is so confirmed.
Any party may, by written notice to the other, alter its address or
respondent, and such notice shall be given in accordance with the terms
of this Section 8.
9. Attorneys' Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled as determined by such
court, equity or arbitration proceeding.
10. Amendments and Waivers. Any term of this Agreement may be
amended with the written consent of the Company and the Shareholder.
11. Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, portions of such
provisions, or such provisions in their entirety, to the extent
necessary, shall be severed from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms.
12. Delays or Omissions. NO delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any
breach or default of the other party to this Agreement shall impair any
such right, power or remedy of such holder nor shall it be construed to
be a waiver of any such breach or default, or an acquiescence therein,
or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the
part of any party to this Agreement of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded
to any holder shall be cumulative and not alternative.
13. Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and any and all other written
or oral agreements existing between the parties hereto are expressly
cancelled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Cross Atlantic Commodities, Inc.
By:
Name: Xxxxxxx Enemaerke
Title: President of Cross Atlantic Commodities, Inc.
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Shareholder
Address:
Exhibit I
Securities Subject to Lockup Agreement
