Exhibit 4.23
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into this 12th
day of August, 1999, by and between Pollution Research and Control Corp. (the
"Company"), a California corporation whose offices are located at 000 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and Xx. Xxxxxx X. Xxxxxxxx, Xx.
("Gosselin").
R E C I T A L S :
WHEREAS, Gosselin was granted the right by Fidelity Funding, Inc.
("Fidelity"), the shareholder of 100,000 shares (the "Shares") of common stock,
no par value per share (the "Common Stock"), of the Company, pursuant to that
certain Compromise, Settlement and Release Agreement entered into between the
Company and Fidelity on August 12, 1999 (the "Settlement Agreement"), to cause
the sale of the Shares, provided that the proceeds from the sale thereof shall
be applied in accordance with the terms and conditions of the Settlement
Agreement; and
WHEREAS, in order to facilitate the consummation of the transactions
contemplated by the Agreement, the parties hereto desire, notwithstanding the
provisions of paragraph 3 of the Settlement Agreement pursuant to which the
Company agreed to use its best efforts to register the Shares for sale, that the
Shares be sold by Gosselin in accordance with the volume limitations of
paragraph (e) of Rule 144 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), even if they become registered
for sale under the Act.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, Gosselin
hereby agrees not to cause the sale, assignment, transfer, conveyance or other
alienation of the Shares owned of record by Fidelity except in accordance with
the volume limitations of paragraph (e) of Rule 144 of the General Rules and
Regulations under the Act, regardless of whether the Shares become registered
for sale under the Act.
IN WITNESS WHEREOF, the Company and Gosselin have duly executed and
delivered this Agreement as of the day and year first above written.
POLLUTION RESEARCH AND CONTROL
CORP.
By: /s/ Xxxxxx X. Xxxxxxxx Xx /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, Xx.
President