EXHIBIT 10.10
LOCK-UP AGREEMENT
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March 30, 2001
Airtech International Group, Inc.
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
AJW Partners, LLC
New Millenium Capital Partners II, LLC
c/o The N.I.R. Group, LLC
000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned is the beneficial owner of shares of common stock, par
value $.05 per share ("Common Stock"), of Airtech International Group, Inc., a
Wyoming corporation (the "Company"). We understand that you will be investing
in a private placement of 12% Secured Convertible Debentures (the "Debentures")
and Warrants of the Company (the "Private Placement").
In order to induce the Company and you to proceed with the Private
Placement, the undersigned agrees, for the benefit of the Company and you, that
the undersigned will not, and will cause its affiliates to not, for a period
beginning on the date hereof and ending eight (8) months from the date of
effectiveness (the "Effective Date") of the registration statement to be filed
in connection with the Private Placement (the "Lock-Up Period"), offer to sell,
contract to sell or otherwise sell, dispose of, loan, pledge or grant any rights
with respect to (collectively, a "Disposition") 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 (collectively,
"Securities"), now owned or hereafter acquired directly by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee
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or donees thereof agree to be bound by this Lock-Up Agreement, or (ii) with your
prior written consent. The foregoing restriction is expressly agreed to
preclude the holder of the Securities from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or result in
a Disposition of Securities during the Lock-Up Period even if such Securities
would be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include without limitation any short sale or
any purchase, sale or grant of any right (including without limitation any put
or call option) with respect to any Securities or with respect to any security
that includes, relates to or derives any significant part of its value from
Securities. Notwithstanding the foregoing, during the term of this agreement,
the undersigned (i) may convert any securities convertible into Common Stock
held by it into up to 200,000 shares of Common Stock per
month (on a non-cumulative basis), provided that the undersigned may sell up to
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100,000 shares of Common Stock per month or, in the event that the sale price is
at least $.75 per share, the undersigned may sell up to 200,000 shares of Common
Stock per month, provided, further, that any shares of Common Stock issued
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pursuant to such conversion that are not sold in accordance with the foregoing
proviso will be held in escrow by the Company's counsel and (ii) may, prior to
the Effective Date, sell some or all of the 423,280 shares of Common Stock held
by the undersigned on the date hereof, provided that any of such shares not sold
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prior to Effective Date will be subject to the restrictions contained in this
paragraph.
The undersigned confirms that he, she or it understands that you and the
Company will rely upon the representations set forth in this agreement in
proceeding with the Private Placement. This agreement shall be binding on the
undersigned and his, her or its respective successors, heirs, personal
representatives and assigns. The undersigned agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of Common Stock or other securities of the Company held by the
undersigned except in compliance with this agreement.
This letter will also confirm our understanding that you agree that, in the
event that the Company has operating cash flows in excess of $1,000,000, such
excess cash flows may be used by the Company to repay amounts owed to the
undersigned pursuant to outstanding convertible debentures.
Very truly yours,
PK INVESTORS, LLC
By:___________________________
Title:__________________________
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