GEN2MEDIA CORPORATION LOCK UP/LEAK OUT AGREEMENT
Exhibit
10.3
GEN2MEDIA
CORPORATION
LOCK
UP/LEAK OUT AGREEMENT
This
Agreement is entered into by and
between Gen2Media Corporation (“the Company”) and
________________________________________, (“Shareholder”).
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1.
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Shareholder
owns certain shares (“the Shares”) of common stock of the Company having
purchased the Shares pursuant to the terms of a Subscription Agreement
entered into between the parties of even date
herewith.
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2.
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The
Parties are also parties to a Registration Rights Agreement, of even
date
herewith, pursuant to which the Company has agreed to register the
Shares
for resale as publicly traded
shares.
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3.
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The
Company desires to provide for an orderly liquidation of all of the
shares
of the Company for the purpose of protecting shareholder value for
all
shareholders, and therefore has required the execution of this Lock
up/Leak out Agreement by all shareholders that purchased shares in
the
Private Placement offered by the
Company.
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4.
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Upon
registration of the Shares by the Company, and once the Share become
eligible for trading on either the OTC Bulletin Board, the OTC Pink
Sheets
or any other recognized exchange, the Company will release for sale
to
Shareholder 10% of Shareholders shares each 30 days
thereafter.
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1
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5.
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Once
registered, Shareholder shall deposit 100% of his shares into the
escrow
account with the corporate attorney for the Company, and shall receive
10%
of those shares each 30 days until Shareholder has received
100% of his or her shares.
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6.
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During
the 10 month lock up and leak out period, Shareholder agrees that
it will
not take any action whatsoever to attempt to sell, transfer, liquidate
or
hypothecate any of the Shares other than those which have been released
hereunder, and Shareholder agrees that it will not take any action
to
“sell short” any of those shares. However, once a 10% block of the Shares
has been released to the Shareholder, the Shareholder shall be free
from
any restriction, and shall be entitled to sell, or otherwise dispose
of
the Shares.
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7.
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The
Company shall have the right, in its sole discretion, to waive any
part or
all of the requirements of this Agreement, and may also allow certain
private transfers of the Shares, however, in the event of a private
transfer, the transferee shall be required to execute an Agreement
in
substantially the same form as this
Agreement.
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8.
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This
Agreement is governed under Nevada Law, however, shall be enforceable
in a
court of competent jurisdiction in Orange County, Fl. This Agreement
is
the complete agreement between the parties with regard to the matters
herein contained, and any modification of this Agreement shall only
be
valid if it is in writing and signed by all
parties.
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Wherefore,
this Agreement is executed this _______ day of ___________________________,
2007.
Gen2MEDIA
Corporation Shareholder
_____________________________________ _______________________________________
By:
By:
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