Xxxx X. Xxxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Lapitos Acquisition Corporation
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Lock Up Agreement with Lapitos Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Lapitos
Acquisition Corporation (the "Company") to the undersigned (the "Holder"),
the Holder hereby represents, warrants, covenants and agrees, for the
benefit of the Company and the holders of record (the "third party
beneficiaries") of the Company's outstanding securities, including the
Company's Common Stock, $.0001 par value(the "Stock") at the date hereof
and during the pendency of this letter agreement that the Holder will not
transfer, sell, contract to sell, devise, gift, assign, pledge,
hypothecate, distribute or grant any option to purchase or otherwise
dispose of, directly or indirectly, its shares of Stock of the Company
owned beneficially or otherwise by the Holder except in connection with or
following completion of a merger, acquisition or other transaction by the
Company resulting in the Company no longer being classified as a blank
check company as defined in Section 7(b)(3) of the Securities Act of 1933,
as amended. Any attempted sale, transfer or other disposition in violation
of this letter agreement shall be null and void. The Holder further agrees
that the Company (i) may instruct its transfer agent not to transfer such
securities (ii) may provide a copy of this letter agreement to the
Company's transfer agent for the purpose of instructing the Company's
transfer agent to place a legend on the certificate(s) evidencing the
securities subject hereto and disclosing that any transfer, sale, contract
for sale, devise, gift, assignment, pledge or hypothecation of such
securities is subject to the terms of this letter agreement and (iii) may
issue stop-transfer instructions to its transfer agent for the period
contemplated by this letter agreement for such securities. This letter
agreement shall be binding upon the Holder, its agents, heirs, successors,
assigns and beneficiaries. Any waiver by the Company of any of the terms
and conditions of this letter agreement in any instance must be in writing
and must be duly executed by the Company and the Holder and shall not be
deemed or construed to be a waiver of such term or condition for thefuture,
or of any subsequent breach thereof. The Holder agrees that any breach of
this letter agreement will cause the Company and the third party
beneficiaries irreparable damage for which there is no adequate remedy at
law. If there is a breach or threatened breach of this letter agreement by
the Holder, the Holder hereby agrees that the Company and the third party
beneficiaries shall be entitled to the issuance of an immediate injunction
without notice to restrain the breach or threatened breach. The Holder also
agrees that the Company and all third party beneficiaries shall be entitled
to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
Xxxxxx and accepted this 22nd day of February, 1999.
THE HOLDER
By: /s/ Xxxx X. Xxxxxxxxxx
