QUINTESSENCE PHOTONICS CORPORATION LOCK-UP AGREEMENT
QUINTESSENCE
PHOTONICS CORPORATION
The
undersigned is the owner of record of certain warrants (the “Warrants”)
originally issued by Quintessence Photonics Corporation, a Delaware corporation
(“QPC”),
and a
wholly-owned subsidiary of QPC Lasers, Inc., a Nevada corporation (the
“Company”).
The
warrants entitle the undersigned to acquire ____ shares of the common stock
(the
“Common
Stock”)
of the
Company. In connection with the Company’s filing of a registration statement on
Form SB-2 with respect to the proposed resale of certain outstanding securities
of the Company, including the shares underlying the Warrants (the “Shares”),
the
undersigned hereby agrees that he shall not, directly or indirectly, sell,
offer
to sell, contract to sell (including, without limitation, any short sale),
grant
any option to purchase or otherwise transfer or dispose of the Warrants or
the
Shares, without the prior written consent of the Company, until the earlier
of
(i) September 1, 2007 or (ii) the effective date of the first registration
statement on Form S-8 filed by the Company with the SEC.
Notwithstanding
the foregoing, the undersigned may transfer the Warrants or the Shares (a)
to a
trust controlled by the undersigned, or (b) by gift, will or intestacy,
provided, however, that it shall be a condition to the transfer that the
transferee or donee execute an agreement stating that the transferee or donee
is
receiving and holding the Shares subject to the provisions of this
agreement.
The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the
Warrants and the Shares held by the undersigned except in compliance with the
above restrictions.
The
undersigned hereby agrees that, to the extent that the terms of this agreement
conflict with or are in any way inconsistent with any registration rights
agreement to which the undersigned and the Company may be a party, this
agreement supersedes such registration rights agreement.
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into the agreements set forth herein, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors, and assigns of the undersigned.
[Signature
on the following page]
1
IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed by their duly authorized representatives, all as of __________ ___,
2006.
|
By:
_______________________________
Name:
Xxxxxx X. Xxxxx
Date:
______________________________
|
Accepted
and Agreed to:
QUINTESSENCE
PHOTONICS CORPORATION
By:
_______________________________
Name:
_____________________________
Title:
______________________________
S-1
