LOCK-UP AGREEMENT
EXHIBIT
10.25
As an
inducement to Liberty Alliance, Inc., a Delaware corporation (the “Company”), to
issue a number of shares of the Company common stock to increase the undersigned
stockholder’s holding to one round lot, or 100 shares, after the 1 for 3.5
reverse stock split effected on July 18, 2008 (the “Effective Date”), the
undersigned stockholder hereby agrees that from the Effective Date for a period
of one year,(the “Lock-up Period”) the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly (a
“Transfer”), any shares of capital stock of the Company issued to the
undersigned in respect of shares of the Company now owned or hereafter acquired
by the undersigned, including any securities convertible into or exchangeable or
exercisable for any shares of capital stock of the Company (the “Securities”),
or enter into a transaction which would have the same effect, or publicly
disclose the intention to make any such offer, sale, pledge or
disposal.
Any
Securities received upon exercise of options granted to the undersigned will
also be subject to this Agreement. A transfer of Securities to a
family member or trust may be made, provided the transferee agrees to be bound
in writing by the terms of this Agreement. Upon the execution of the
Agreement, there shall be imprinted or otherwise placed, on certificates
representing the Securities the following restrictive legend:
THE
SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
THE TERMS AND CONDITONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION
AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.
In
furtherance of the foregoing, the Company and its transfer agent and registrar
are hereby authorized to decline to make any transfer of shares of Securities if
such transfer would constitute a violation or breach of this
Agreement.
This
Lock-up Agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned.
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