LOCK-UP AGREEMENT
AGREEMENT, by and between TEL-ONE, INC., a Florida corporation (the
"Company"), and the undersigned holders of shares of the Company (the
"Holders").
W I T N E S S E T H :
WHEREAS, the Company previously issued to the Holders certain Shares of
Tel-One which have been incorporated and registered in a SB-2 registration
("Registered Shares");
WHEREAS, the Company desires to secure the commitment of the Holders to
"lock-up" the shares issuable in connection with the SB-2 registration for the
period described herein;
WHEREAS, the Holders are willing and able to "lock-up" the underlying
shares of common stock in exchange for the registration of said shares (the
"Lock-Up Shares") as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises herein, the parties hereto agree as follows:
1. Lock-Up of Shares. The Holders agree that they will not, without
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the prior written consent of the Company, seek the sale of any of the Registered
Shares of common stock underlying the SB-2 Registration prior to the complete
sale of all 1,000,000 shares of Tel-One registered by the Company (the "Lock-Up
Period").
2. Prior Agreements Confirmed. The Company and the Holders confirm
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their obligations under the agreements dated November 7, 2000 pursuant to which
the Company has issued the Registered Shares.
3. Miscellaneous. (a) This Agreement may not be changed or terminated
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except by written agreement among the parties hereto.
(b) This Agreement shall be binding on the parties hereto and on
their personal representatives and permitted assigns.
(c) This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior arrangements or understandings between the parties with respect thereto.
(d) This Agreement shall be enforceable by decrees of specific
performance (without posting bond or other security) as well as by other
available remedies.
(e) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida. The federal and state courts
sitting in the Hillsborough County, Florida shall have exclusive jurisdiction
over all matters relating to this Agreement. Trial by jury is expressly waived.
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(f) Each party hereto shall be responsible for its own expenses
with regard to the negotiation and execution of this Agreement.
(h) The Company may waive, in writing, the lock-up requirements of
paragraph 1 with respect to part or all of the Registered Shares on any one or
more occasions. Any such waiver shall be binding upon the Company but shall not
be construed as a waiver of any other lock-up requirements or other provisions
of this Agreement unless expressly provided for in writing.
(i) If one or more of the provisions contained herein for any
reason shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and date set forth below.
DATED: DECEMBER 7, 2000 TEL-ONE, INC.
Signature:/s/ W. Xxxx Xxxxx
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By: W. Xxxx Xxxxx
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Title: President
HOLDER:
Name: GLC CARA, Inc.
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Address:3818 S. Nine Drive NO. OF LOCK-UP SHARES:1,000,000
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Xxxxxxx, Xxxxxxx 00000 Signature:/s/ Xxxxxxx Xxxxxxxxx
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Fax No. 000-000-0000 Title:President
HOLDER:
Name:SEB CAPITAL, Inc.
Address: 13014 X. Xxxx Xxxxx NO. OF LOCK-UP SHARES:1,000,000
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Xxxxx, Xxxxxxx 00000 Signature:/s/ Xxxxx Xxxxxxxx
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Fax No. _____________________ Title:President
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HOLDER:
Name:W. Xxxx Xxxxx
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Address:_____________________ NO.OF LOCK-UP SHARES:1,000,000
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____________________________ Signature: /s/ W. Xxxx Xxxxx
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Fax No. _____________________ Title:_President
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