[LETTERHEAD OF BIOFORCE NANOSCIENCES]
September 6, 2006
BioForce Nanosciences Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxx, Xxxx 00000
Re: Lock-up / Leak-out Agreement - [name of stockholder]
Gentlemen:
Please be advised that I desire to have my shares of common stock of
BioForce Nanosciences Holdings, Inc., a Nevada corporation (the "Company"), as
designated below, included in the Company's proposed registration statement to
be filed with the Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1933 (the "Securities Act").
My shares of the Company's common stock that will be subject to this
letter are represented by the stock certificate(s) depicted below, which are
registered in my name and/or beneficially owned by me (the "Shares").
In order to assist in fulfilling the Company's intended corporate
endeavors and to help in maintaining an orderly public trading market, I hereby
agree that commencing on the date the registration statement is declared
effective by the SEC (the "Effective Date"), I will abide by the following terms
in connection with my Shares:
1. For a period of six (6) months from the Effective Date, I agree not to
sell, transfer, pledge or otherwise dispose of more than ten percent (10%)
of the beneficial interest in the total number of my Shares indicated
below.
2. For the period commencing six (6) months from the Effective Date and
for the six (6) months immediately thereafter, I agree not to sell,
transfer, pledge or otherwise dispose of more than ten percent (10%) of
the beneficial interest in the total number of my Shares indicated below.
3. Commencing one (1) year following the Effective Date of the proposed
registration statement, the lock-up provisions of this letter will no
longer apply and I will be permitted to sell my Shares, except as may be
otherwise prohibited or restricted by the Securities Act and the rules and
regulations promulgated thereunder.
I hereby acknowledge that the 10% permitted to be sold in the first six
months from the Effective Date is not cumulative with the second six month
period. Therefore, regardless of the number of shares sold during the first six
months (no more than 10% of the Shares), the maximum permitted to be sold in the
second six months will be 10% of the number of Shares depicted below.
In order to enable the aforesaid covenants, I hereby consent to the
Company's transfer agent placing appropriate restrictive legends on the
certificate(s) representing my Shares and/or stop-transfer orders with respect
to the stock certificate(s) representing the Shares.
By affixing my signature to this letter, I hereby agree to permit my
Shares to be included in the Company's proposed registration statement and also
agree to accept and abide by the terms and conditions set forth above. I further
agree to comply with any and all other rules and regulations of the Securities
Act that may be applicable to the Company's registration statement and to the
execution of this letter.
Dated:___________________________
__________________________________
Signature
Number of shares:________________ __________________________________
Certificate No.:_________________ Name (please print)
Acknowledged and agreed to by:
BioForce Nanosciences Technologies, Inc.
By:______________________________
Xxxx Xxxxxxxxx, CEO
