EXHIBIT 3.2
Lock-Up Agreement
July 20, 1995
Whereas, on June 27, 1992 ValueStar Corporation (the "Company") and Xxxxx Xxxxx
("Xxxxx") entered into an escrow and earnout arrangement, the Share Escrow
Agreement, pursuant to which Xxxxx'x 1,225,000 common shares obtained on the
merger of the Company and ValueStar, Inc. were placed in escrow.
And, Whereas, prior to July 20, 1995 a total of 200,000 shares had been approved
by the Board of Directors for release from escrow and on July 20, 1995 the
shareholders approved the release of the balance of 1,025,000 common shares from
the Share Escrow Agreement, subject to this lock-up agreement.
Now, Therefore, for valid consideration Xxxxx agrees to the terms of this
lock-up agreement providing that the 1,025,000 common shares ("Lock-Up Shares")
shall not be sold, hypothecated or otherwise transferred by him until the first
to occur of:
(i) three years from the release of the shares from the Share Escow
Agreement (July 20, 1998)
(ii) when audited or unaudited financial statements of the Company,
prepared in accordance with generally accepted accounting principles,
demonstrate on their face that the Company has realized net profits for
two fiscal quarters in a row.
However, a majority of disinterested shareholders may approve (by meeting or
written consent) any resales of all or a portion of the Lock-Up Shares prior to
meeting the date or conditions above.
Xxxxx agrees the Company may provide its transfer agent a copy of this agreement
and may also instruct the transfer company to restrict transfer of the shares
and/or legend the Lock-Up Shares accordingly.
This agreement is effective this 20th day of July, 1995.
VALUESTAR CORPORATION
/s/ XXXXX X. XXXXXX
By: Xxxxx X. Xxxxxx, Secretary/Treasurer
XXXXX XXXXX
/s/ XXXXX XXXXX
Xxxxx Xxxxx
