EXHIBIT B
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(i) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) three million
(3,000,000) shares of Purchaser's Common Stock (as defined in the Stock Purchase
Agreement) until one (1) year after the Closing Date (as defined in the Stock
Purchase Agreement) without the prior written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
REBEL HOLDINGS, LLC
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx,
Managing Member
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-1
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(i) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) three hundred
thirty-three thousand three hundred thirty-three (333,333) shares of Purchaser's
Common Stock (as defined in the Stock Purchase Agreement) until one (1) year
after the Closing Date (as defined in the Stock Purchase Agreement) without the
prior written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-2
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(ii) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) six million
(6,000,000) shares of Purchaser's Common Stock (as defined in the Stock Purchase
Agreement) until two (2) years after the Closing Date (as defined in the Stock
Purchase Agreement) without the prior written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
REBEL HOLDINGS, LLC
By: /s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx,
Managing Member
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-3
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(ii) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) six hundred
sixty-six thousand six hundred sixty-seven (666,667) shares of Purchaser's
Common Stock (as defined in the Stock Purchase Agreement) until two (2) years
after the Closing Date (as defined in the Stock Purchase Agreement) without the
prior written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-4
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(iii) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) six million
(6,000,000) shares of Purchaser's Common Stock (as defined in the Stock Purchase
Agreement) of which 3,600,000 of the Escrow Performance Shares are a component
of, until three (3) years after the Closing Date (as defined in the Stock
Purchase Agreement) without the prior written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
REBEL HOLDINGS, LLC
By: /s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx,
Managing Member
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-5
LOCK-UP AGREEMENT
Pursuant to Section 2.1(c)(iii) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation, Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a California limited
liability company, and Xxxxx Xxxxxx (the "Stock Purchase Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or indirectly,
agree or offer to sell, sell, grant an option for the purchase or sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise encumber or
dispose of (other than to donees who agree to be similarly bound) six hundred
sixty-six thousand six hundred sixty-seven (666,667) shares of Purchaser's
Common Stock (as defined in the Stock Purchase Agreement) of which 400,000 of
the Escrow Performance Shares are a component of, until three (3) years after
the Closing Date (as defined in the Stock Purchase Agreement) without the prior
written consent of Digicorp.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of stop-transfer orders with the transfer agent
of the securities of Digicorp with respect to the above referenced shares
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: December 29, 2005
Signature
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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Address
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Print Social Security Number
or Taxpayer I.D. Number
B-6
