EXHIBIT 4.1
AGREEMENT
This Lock-Up Agreement is made as of the date set forth below by the
undersigned holders of the Common Stock, par value $0.0001 per share (the
"Common Stock"), of San Xxxx Financial, Inc., a Colorado corporation (the
"Company"), with the Company in connection with the proposed public offering
(the "Offering") of 5,000,000 shares of the Company's Common Stock.
WHEREAS, the undersigned wish to provide for an orderly trading market for
the Common Stock during the period following the commencement of the Offering
and to induce investors to participate in the Offering.
NOW THEREFORE, in consideration of the foregoing recital and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
Each of the parties hereto severally, and not jointly, agrees that such
party will not, without the prior written consent of the Company, for a period
of two years after the effective date of the Registration Statement filed in
connection with the Offering, (the "Effective Date"), directly or indirectly,
offer, sell, grant any option to purchase, contract to sell or otherwise sell or
dispose of any shares of Common Stock, any options or warrants to purchase any
shares of Common Stock, or any securities convertible into or exchangeable for
shares of Common Stock owned by the undersigned or with respect to which the
undersigned has the power of disposition, or announce any offer to do so. Each
of the parties hereto severally, and not jointly, also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent
against the transfer of shares of Common Stock held by such person except in
compliance with the foregoing restriction. This Agreement may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Lock-Up Agreement as
of the Effective Date.
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Print Name:
Accepted and agreed to as of the Effective Date:
SAN XXXX FINANCIAL, INC.
a Colorado corporation
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By:_____________________________
Its:_____________________________
