FORM OF LOCK-UP AGREEMENT April ___, 2006
EXHIBIT
4.3
FORM
OF LOCK-UP AGREEMENT
April
___, 2006
Foothills
Resources, Inc.
X.X.
Xxx
0000
Xxxxxxxxxxx,
Xxxxxxxxxx 00000
Gentlemen:
Reference
is made to that certain binding Term Sheet (the “Term Sheet”), dated as of
February 15, 2006, as amended, by and among Foothills Resources, Inc. (the
“Company”), Xxxxxxxx Capital Group and Brasada Resources LLC, the corporate
predecessor to Brasada California, Inc. (“Brasada”), relating to the proposed
merger (the “Merger”) of Brasada Acquisition Corp., a wholly-owned subsidiary of
the Company (“Acquisition Sub”) with and into Brasada. In connection with the
Merger, the Company, Acquisition Sub and Brasada also entered into that certain
Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated
as of April __, 2006, pursuant to which shares of Brasada’s capital stock are
proposed to be exchanged for shares of common stock of the Company, par value
$0.001 per share (the “Common Stock”). The purpose of this letter agreement (the
“Letter Agreement”) is to set forth the agreement contemplated by the Term Sheet
between the Company and each of the officers and directors of the Company
following the Merger, with respect to a lock-up of the shares of Common Stock
of
the Company to be held by such officers and directors. Accordingly, in
consideration of the Company and Brasada entering into the Merger Agreement,
and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees as follows:
1. The
undersigned hereby covenants and agrees, except as provided herein, not to
(a)
offer, sell, contract to sell or otherwise dispose of or (b) transfer title
to
(a “Prohibited Sale”) any of the shares (the “Acquired Shares”) of Common Stock
acquired by the undersigned pursuant to or in connection with the Merger
Agreement, during the period commencing on the “Closing Date” (as that term is
defined in the Term Sheet) and ending on the 12-month anniversary of the Closing
Date (the “Lockup Period”), without the prior written consent of the Company.
Notwithstanding the foregoing, the undersigned shall be permitted from time
to
time during the Lockup Period, without the prior written consent of the Company,
as applicable, (i) to engage in transactions in the shares of Common Stock
the
undersigned may acquire pursuant to the Company’s stock option plan (ii) to
transfer all or any part of the Acquired Shares to any family member, for estate
planning purposes or to an affiliate thereof (as such term is defined in Rule
405 under the Securities Exchange Act of 1934, as amended), provided that such
transferee agrees with the Company to be bound hereby, and in any transaction
in
which holders of the Common Stock of the Company participate or have the
opportunity to participate pro rata, including, without limitation, a merger,
consolidation or binding share exchange involving the Company, a disposition
of
the Common Stock in connection with the exercise of any rights, warrants or
other securities distributed to the Company’s stockholders, or a tender or
exchange offer for the Common Stock, or (iii) to pledge any of the Acquired
Shares to secure bona fide indebtedness or other financial obligations, which
shares may be offered and sold by the pledgee free of the restrictions of this
Letter Agreement upon foreclosure by or on behalf of such pledgee, and no
transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall
be
deemed a Prohibited Sale for purposes of this Letter Agreement.
Foothills
Resources, Inc.
April
___, 2006
Page
2
2. This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the State of New York, without regard to its conflict of laws
principles.
3. This
Letter Agreement will become a binding agreement among the undersigned as of
the
Closing Date. This Letter Agreement (and the agreements reflected herein) may
be
terminated by the mutual agreement of the Company and the undersigned, and
if
not sooner terminated, will terminate upon the expiration date of the Lockup
Period. This Letter Agreement may be duly executed by facsimile and in any
number of counterparts, each of which shall be deemed an original, and all
of
which together shall be deemed to constitute one and the same instrument.
Signature pages from separate identical counterparts may be combined with the
same effect as if the parties signing such signature page had signed the same
counterpart. This Letter Agreement may be modified or waived only by a separate
writing signed by each of the parties hereto expressly so modifying or waiving
such agreement.
Very
truly yours,
__________________________________
[Stockholder]
