Re: Securities Purchase Agreement, dated as of May 24, 2007 (the “Purchase Agreement”), between Impart Media Group, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
Exhibit
10.5
FORM
OF
LOCK-UP AGREEMENT
May __,
2007
Each
Purchaser referenced below:
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Re:
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Securities
Purchase Agreement, dated as of May 24, 2007 (the “Purchase
Agreement”), between Impart Media Group, Inc., a Nevada corporation
(the “Company”) and the purchasers signatory thereto (each, a
“Purchaser” and, collectively, the
“Purchasers”)
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Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter
Agreement”) shall have the meanings set forth in the Purchase
Agreement. Pursuant to Section 2.2(a)(vi) of the Purchase Agreement
and in satisfaction of a condition of the Company’s obligations under the
Purchase Agreement, the undersigned irrevocably agrees with the Company that,
from the date hereof until 90 calendar days after the Effective Date (such
period, the “Restriction Period”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise dispose of
(or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any Affiliate of the undersigned or any person in privity with
the undersigned or any Affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act with respect to, any shares of
Common Stock or Common Stock Equivalents beneficially owned, held or hereafter
acquired by the undersigned (the “Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company shall impose
irrevocable stop-transfer instructions preventing the Transfer Agent from
effecting any actions in violation of this Letter Agreement.
The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the
undersigned has the power and authority to execute, deliver and perform this
Letter Agreement, that the undersigned has received adequate consideration
therefor and that the undersigned will indirectly benefit from the closing
of
the transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, each Purchaser and the
undersigned. This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits
to
the exclusive jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located
in
Manhattan, for the purposes of any suit, action or proceeding arising out of
or
relating to this Letter Agreement, and hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that (i) it is not personally
subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action
or
proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address
in
effect for notices to it under the Purchase Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. The undersigned hereby waives any right to a trial by
jury. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this Letter Agreement does not intend
to
create any relationship between the undersigned and each Purchaser and that
each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.
This
Letter Agreement shall be binding on successors and assigns of the undersigned
with respect to the Securities and any such successor or assign shall enter
into
a similar agreement for the benefit of the Purchasers.
***
SIGNATURE PAGE FOLLOWS***
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This
Letter Agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same agreement.
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Signature
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Print
Name
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Position
in Company
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Address
for Notice:
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Number
of shares of Common Stock
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Number
of shares of Common Stock underlying
subject to warrants, options,
debentures or other convertible
securities
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By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.
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Impart
Media Group, Inc.
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By:
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Name:
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Title:
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