EXHIBIT 4.3
LIMITED STANDSTILL AGREEMENT
This AGREEMENT (the "Agreement") is made as of the ____ day of
November, 2004, by the signators hereto (each a "Holder"), in connection with
his ownership of shares of SiVault Systems, Inc., a Nevada corporation (the
"Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which consideration are hereby acknowledged, Holder agrees as
follows:
1. BACKGROUND.
a. Holder is the beneficial owner of the amount of shares of
the Common Stock, $0.001 par value, of the Company ("Common Stock") designated
on the signature page hereto.
x. Xxxxxx acknowledges that the Company has entered into or
will enter into agreements with subscribers to the Company's Common Stock and
Warrants (the "Subscribers"), for the sale of an aggregate of up to $3,000,000
of Common Stock and Warrants to the Subscribers (the "Offering"). Holder
understands that, as a condition to proceeding with the Offering, the
Subscribers have required, and the Company has agreed to assist the Subscribers
in obtaining, an agreement from the Holder to refrain from selling any
securities of the Company from the date of the Subscription Agreement until six
(6) months after the Actual Effective Date as defined in the Subscription
Agreement (the "Restriction Period").
2. SHARE RESTRICTION.
a. Holder hereby agrees that during the Restriction Period,
the Holder will not sell or otherwise dispose of any shares of Common Stock or
any options, warrants or other rights to purchase shares of Common Stock or any
other security of the Company which Holder owns or has a right to acquire as of
the date hereof, other than in connection with an offer made to all shareholders
of the Company or any merger, consolidation or similar transaction involving the
Company. Holder further agrees that the Company is authorized to and the Company
agrees to place "stop orders" on its books to prevent any transfer of shares of
Common Stock or other securities of the Company held by Holder in violation of
this Agreement.
b. Any subsequent issuance to and/or acquisition of shares by
Holder will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the
Holder may, at any time and from time to time during the Restriction Period,
transfer the Common Stock (i) as bona fide gifts or transfers by will or
intestacy, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the Holder, provided that any such
transfer shall not involve a disposition for value, (iii) to a partnership which
is the general partner of a partnership of which the Holder is a general
partner, provided, that, in the case of any gift or transfer described in
clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be
bound by the terms and conditions contained herein in the same manner as such
terms and conditions apply to the undersigned. For purposes hereof, "immediate
family" means any relationship by blood, marriage or adoption, not more remote
than first cousin.
3. MISCELLANEOUS.
a. At any time, and from time to time, after the signing of
this Agreement Holder will execute such additional instruments and take such
action as may be reasonably requested by the Subscribers to carry out the intent
and purposes of this Agreement.
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, except to the extent that the
securities laws of the state in which Holder resides and federal securities laws
may apply.
c. This Agreement contains the entire agreement of the Holder
with respect to the subject matter hereof.
d. This Agreement shall be binding upon Holder, its legal
representatives, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and
such facsimile signed and delivered shall be enforceable.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
Holder has executed this Agreement as of the day and year first above written.
HOLDER:
--------------------------------
(Signature of Holder)
--------------------------------
(Print Name of Holder)
--------------------------------
Number of Shares of Common Stock
Beneficially Owned
COMPANY:
SIVAULT SYSTEMS, INC.
By:
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DISCLOSURE SCHEDULE 5(D)
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The Company anticipates issuing shares of its stock as follows:
1. Acquisition of Viaquo Corporation on or before November 30, 2004. 3,000,000
shares of unregistered shares and six month lock-up. Form 8K dated October 12,
2004. 1,000,00 of the 3,000,000 shares to be escrowed pending the issuance of a
patent.
2. Acquisition of Linkspoint (pending announcement). Four million shares to be
issued, 3 million at Closing; 1 million in escrow subject to earn out.
3. Pending financing of up to $3,000,000 of convertible notes and warrants with
Xxxxxx Xxxxx and Xxxxxxx Capital Co., shares underlying notes and warrants to
have demand and piggy-back Registration Rights.
