SHARE LOCKUP AGREEMENT
THIS SHARE LOCKUP AGREEMENT (this "Agreement") is made and
entered into to be effective as of the 24th day of February,
2001 by and between Xxxxx X. Xxxxx, an individual residing
in Plano, Texas, as a holder of securities (the
"Shareholder") to be personally bound by all of the terms,
conditions and provisions of this Agreement, and Rhino
Enterprises Group, Inc., a Nevada corporation (the
"Company").
RECITALS
WHEREAS, the Shareholder is the owner of certain shares of
common stock of the Company (the "Shares") and options to
purchase certain shares of common stock of the Company (the
"Options") and intends to continue buying or acquiring
common stock of the Company (the "Future Shares") (the
Options, Shares and Future Shares are sometimes collectively
called the "Securities").
WHEREAS, the Shareholder is a former officer and director
of the Company.
WHEREAS, the Company is a public company whose shares of
common stock are traded on the OTC Bulletin Board under the
ticker symbol "RHNO."
WHEREAS, the Company has filed a Form 10-SB Registration
Statement with the Securities and Exchange Commission to
become a reporting company under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
NOW, THEREFORE, in consideration of the foregoing premises
and mutual covenants hereinafter expressed, the receipt and
sufficiency of which are hereby acknowledged, the
Shareholder and the Company hereby agree as follows:
1. Lockup of Shares. The Shareholder will not sell in a
public or private transaction or in any other way divest
himself of any Shares, Future Shares or unexercised Options
of the Company now owned or which may be acquired during the
term of this Agreement, whether ownership is of direct or
indirect interest.
2. Street Accounts. The Shareholder acknowledges that the
Company and its transfer agent and registrar cannot
effectively monitor the Shareholder's transactions in the
Shares, Future Shares or unexercised Options once such
Securities are placed into nominee or "street" name
accounts. Therefore, the Shareholder will provide verbal and
written instructions to all broker/dealers who handle his
direct or indirect street accounts at any time during this
Agreement (the "Street Account" or "Street Accounts") and
will instruct such Street Accounts not to resell these
Securities under any circumstances, for any reason, to any
party, at any time during the term of this Agreement. The
Shareholder will further do everything
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in his power to ensure that such instructions to any and all
Street Accounts are adhered to and followed. Further, the
Shareholder will provide to the Company, on the form
attached hereto as Exhibit A, notification of all such
Street Accounts at the time of execution of this Agreement
and in the future as such Street Accounts may change from
time to time.
3. Delivery of Securities. The Shareholder will, during the
term of this Agreement, request from all Street Accounts,
the delivery of all certificates representing Securities
owned by the Shareholder, whether direct or indirect
ownership, for appropriate legending by the Company or its
transfer agent and registrar or any successor thereof, of
all such Certificates, as set forth in Paragraph 4 below.
4. Transfer Agent Responsibilities. During the term of this
Agreement, the Company, or the Company's transfer agent and
registrar or any successor thereof, as the case may be,
shall enforce the terms of this Agreement and shall not,
during the term of this Agreement, permit any transfer of
Securities into a third party's name. All such Securities
shall bear a legend in substantially the following form:
"NOTICE: These securities are subject to that certain Share
Lockup Agreement dated February 24, 2001, between the
registered holder hereof and Rhino Enterprises Group, Inc.,
a Nevada corporation, and may only be sold or otherwise
transferred in compliance with the provisions of such
agreement."
5. Notification of All Indirect Ownership. The Shareholder
will provide to the Company, on the form attached hereto as
Exhibit B, upon execution of this Agreement, a list of all
names in which the Shareholder currently owns Securities or
may own Securities in the future, and will update such list
if it changes at any time.
6. Effective Date and Termination. This Agreement shall
become effective on the date of execution by Shareholder.
All of the provisions of this Agreement shall be fully
performed and shall terminate 12 months thereafter.
7. Legal Jurisdiction.
a. The parties hereunder irrevocably submit to the
jurisdiction of any Dallas County court in any action or
proceeding arising out of or relating to this Agreement, and
the parties hereby irrevocably agree that all claims in
respect of any such action or proceeding shall be heard and
determined in such a Dallas County court. The parties hereby
consent to and grant to any such court jurisdiction over the
xxxxxxx of such parties and over the subject matter of any
such dispute and agree that delivery or mailing of any
process or other papers in the manner provided herein above,
or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.
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b. The Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and the respective
successors and assigns, heirs, administrators and
representatives and shall not be enforceable by or inure to
the benefit of any third party. No party may assign any of
its rights or obligations under this Agreement without the
written consent of the other parties. This Agreement shall
be construed in accordance with and governed by the internal
law of Dallas County (without reference to its rule as to
conflicts of laws). To the best knowledge of the principals
to this transaction, neither the underlying
transaction/purpose nor the Agreement violate any law or
regulation.
c. This Agreement may only be modified by a writing signed
by all of the parties hereto, and no waiver hereunder shall
be effective unless in writing signed by the party to be
charged.
8. Paragraph Headings and Counterpart Signature. All
paragraph headings herein are inserted for convenience only.
This Agreement may be executed in several counterparts, each
of which shall be deemed an original, which together shall
constitute one and the same instrument.
9. Notices. All notices, requests, instructions, or other
documents to be given hereunder shall be in writing and sent
by registered mail:
If to the Shareholder:
Xxxxx X. Xxxxx
0000 Xxxx Xxxxx
Xxxxx, XX 00000
If to a Street Account:
The name and address set forth in each copy of
Exhibit A provided to the Company.
If to the Transfer Agent:
Interwest Transfer Company, Inc.
0000 X. 0000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
If to the Company:
Rhino Enterprises Group, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Chief Operating Officer
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IN WITNESS WHEREOF the undersigned has executed this Share
Lockup Agreement as of the date first above written.
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation,
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Secretary
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, an individual
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