EXHIBIT 10.3
June 11, 2007
Visual Management Systems Holding, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx X
Xxxx Xxxxx, Xxx Xxxxxx 00000
Wildon Productions, Inc.
000-0000 Xxxx Xxxxx
Xxxxxxxxx, X.X. X0X 0X0
Re: Lock-Up Agreement
Ladies and Gentlemen:
This Agreement is entered into as an inducement to Wildon Productions,
Inc. ("WPI") and Visual Management Systems Holding, Inc. ("VMS") to execute and
deliver an Agreement of Merger and Plan of Reorganization (the "Merger
Agreement") which provides for a reverse merger transaction involving a
wholly-owned subsidiary of WPI and VMS (the "Merger"). The Merger will close
concurrently with the closing of a private offering (the "Private Placement") in
which WPI will sell Units consisting of shares of its Series A Preferred Stock
and detachable warrants to purchase shares of its common stock par value $.0001
per share (the "Common Stock").The undersigned hereby agrees that:
(i) The undersigned will not sell any shares of Common Stock of WPI
for a period of eighteen (18) months after the final closing of
the Private Placement;
(ii) Commencing on the later of (a) eighteen (18) months following
the final closing date of the Private Placement and (b) ninety
(90) days after the effective date of the resale registration
statement required to be filed in connection with the Private
Placement (the "Effective Date"), and at three-month intervals
thereafter, the undersigned shall be permitted to sell a maximum
of 12.5% of such shareholder's holdings, subject to shares of
WPI's Common Stock having a minimum 30-day average trading price
of $5.00 per share or greater;
(iii) Beginning at the later of (a) eighteen (18) months following the
final closing date of the Private Placement and (b) ninety (90)
days after the Effective Date, and at three-month intervals
thereafter, should the 30-day average trading price of WPI's
shares of Common Stock be below $5.00 per share, if the
undersigned is not an officer or director of WPI and was not at
the time of the Merger an affiliate or related party of any such
officer or director, then the undersigned shall be permitted to
sell a maximum of 25,000 shares per three-month period;
(iv) At twenty-four (24) months after the final closing of the
Private Placement and at three-month intervals thereafter, the
undersigned will be permitted to sell a maximum of 12.5% of
their holdings per three-month period irrespective of price;
(v) This Lock-Up Agreement will apply to shares of Common Stock,
underlying stock options and warrants (but shall not prohibit
the exercise thereof); and
(vi) All of the foregoing restrictions will termiante on the
three-year anniversary date of the final closing of the private
placement.
In furtherance of the foregoing, VMS and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Common Stock if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned.
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Name:
(Please Print)
Date:
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