LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "AGREEMENT") is made and entered into as of
November 17, 2004, by and among Xxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxxxxx and The
Freedom Family, LLC, a Delaware limited liability company (each, a "HOLDER" and
collectively, the "HOLDERS"), and The Bluebook International Holding Company, a
Delaware corporation (the "COMPANY").
RECITALS
A. The Company has determined that it is advisable and in its best
interest to enter into a Securities Purchase Agreement (the "PURCHASE
AGREEMENT") with the Investors named therein (the "INVESTORS"), whereby the
Company will agree to sell to each Investor certain securities of the Company,
all on the terms set forth in the Purchase Agreement (the "OFFERING").
B. The Company has agreed to file a registration statement (the
"REGISTRATION STATEMENT") to register for resale the securities issuable under
the Purchase Agreement.
C. It is a condition to each Investor's obligations to close under the
Purchase Agreement that the Holders execute and deliver this Agreement.
D. In contemplation of, and as a material inducement for the Investors to
enter into, the Purchase Agreement, the Holders and the Company have each agreed
to execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties, intending
to be legally bound, agree as follows:
1. Certain Representations and Warranties. Each of the parties hereto, by
their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party beneficiaries
of this Agreement that (a) such party has the full right, capacity and
authority to enter into, deliver and perform its respective obligations
under this Agreement, (b) this Agreement has been duly executed and
delivered by such party and is the binding and enforceable obligation of
such party, enforceable against such party in accordance with the terms of
this Agreement, (c) the execution, delivery and performance of such
party's obligations under this Agreement will not conflict with or breach
the terms of any other agreement, contract, commitment or understanding to
which such party is a party or to which the assets or securities of such
party are bound, and (d) as to each Holder, Schedule 1 to this Agreement
sets forth a true and complete list of the all of the shares of Common
Stock beneficially owned by such Holder.
2. Effectiveness of Agreement. The Holders' obligations under this
Agreement are contingent upon and shall be effective only upon the Closing
Date of the Offering.
3. Lockup. Each Holder hereby irrevocably agrees that, from and after the
Closing Date of the Offering until 5:30 p.m. (New York time) on the 90th
Trading Day after the date the initial Registration Statement registering
the resale of the securities issuable to the Investors pursuant to the
Purchase Agreement is declared effective by the Securities and Exchange
Commission (the "EFFECTIVE DATE") (plus one additional day for each
Trading Day following the Effective Date during which either (1) the
Registration Statement is not effective or (2) the prospectus forming a
portion of the Registration Statement is not available for the resale of
the Securities issued to the Investors under the Purchase Agreement (the
"LOCKUP PERIOD"), it will not Transfer (as defined below) any Common Stock
or any securities convertible into, or exchangeable for, or representing
the rights to receive, Common Stock (collectively, "COMPANY SECURITIES"),
or join in any Company registration statement under the Securities Act of
1933, as amended. The Company shall take such action as is required to
enforce the provisions of this Section, including (x) placing appropriate
stop orders on the Holder's Company Securities and (y) refusing to honor
any such violative Transfer. For purposes of this Agreement, "TRANSFER"
means any offer, pledge, sale, contract to sell, sale of any option or
contract to purchase, purchase of any option or contract to sell, gift,
exchange, assignment, grant of any option, right or warrant to purchase,
or other transfer or disposition of, directly or indirectly, or the
announcement of the offering of, any Company Security.
4. Third-Party Beneficiaries. The Holders and the Company acknowledge and
agree that this Agreement is entered into for the benefit of and is
enforceable by the Investors and their successors and assigns, who may
proceed in any action against any party hereto without the need of joining
any other party. The Holders and the Company agree that each Investor may
exercise any and all remedies available under law and at equity following,
or to prevent, a breach of this Agreement by the parties. In furtherance
thereof, an Investor may seek an injunction to prevent a breach of the
provisions hereof and may seek specific performance of the parties'
respective obligation, as the party's agree that monetary damages may not
be easily computed and, if so computed, may not remedy the harm to the
Investors arising from such breach. Accordingly, each party to this
Agreement agrees to waive in any injunction or action for specific
performance the defense that a remedy at law would be adequate or that
irreparable harm would not occur as a result of such breach.
5. Miscellaneous.
5.1. Enumeration and Headings. The enumeration and headings
contained in this Agreement are for convenience of reference
only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.
5.2. Counterparts. This Agreement may be executed in facsimile and
in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, but all of which
shall together constitute one and the same agreement.
2
5.3. Successors and Assigns. This Agreement and the terms,
covenants, provisions and conditions hereof shall be binding
upon, and shall inure to the benefit of, the respective heirs,
successors and assigns of the parties hereto.
5.4. Severability. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, such provision will
be conformed to prevailing law rather than voided, if
possible, in order to achieve the intent of the parties and,
in any event, the remaining provisions of this Agreement shall
remain in full force and effect and shall be binding upon the
parties hereto.
5.5. Amendment. This Agreement may not be amended or modified in
any manner except by a written agreement executed by each of
the parties hereto if and only if such modification or
amendment is consented to in writing by the holders of the
majority of the Shares issued under the Purchase Agreement.
5.6. Governing Law. The terms and provisions of this Agreement
shall be construed in accordance with the laws of the State of
New York and the federal laws of the United States of America
applicable therein.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
as of the day and year first above written.
XXXX X. XXXXXXXXXX
/s/ Xxxx X. Xxxxxxxxxx
------------------------------------------
XXXXXX X. XXXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
THE FREEDOM FAMILY, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Manager
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: CEO
4
Schedule 1
Shares Beneficially Owned
Xxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
The Freedom Family, LLC
5
