NORPAC TECHNOLOGIES, INC. LOCK-UP AGREEMENT (___________)
Exhibit 10.8
LOCK-UP
AGREEMENT (___________)
THIS LOCK-UP AGREEMENT (this
“Agreement”), is made and entered into as of July __, 2008 by and among
______________, (“Executive” or “Holder”) and NORPAC TECHNOLOGIES
INC., a Nevada corporation to be subsequently named Cellynx Group, Inc. (the
“Company”).
RECITALS
A. The
Company shall be entering into a reverse merger (“Reverse Merger”) with Cellynx,
Inc., a California corporation (“Target”), and concurrently raising $1.25
million in equity financing from certain investors (“Investors”).
B. Executive
is an officer of Target and will hold a significant number of shares of Company
common stock and/or options to purchase Company common stock following the
Reverse Merger (such shares, including shares underlying unexercised options,
shall be referred to as “Locked Up Shares”).
C. The
Company has requested, and the Executive is willing to agree, to the lock-up
provisions relating to the Locked Up Shares, as set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Lock-Up. For
a period of 24 months
following the Reverse Merger, the Holder shall not make a Transfer of the Locked
Up Shares without the written consent of (1) the majority of the independent
members of the Company’s Board of Directors or (2) all members of the Company’s
Board of Directors (“Lock-Up Restriction”). “Transfer” shall mean
transfer, sell, assign, pledge, hypothecate, give, create a security interest in
or lien on, place in trust (voting trust or otherwise), or in any other way
encumber or dispose of, directly or indirectly and whether or not voluntarily,
without the express prior written consent of the Company. “Trading Day” shall
mean a day on which the Company’s common stock is quoted or listed on a Trading
Market. “Trading Market” means
the following markets or exchanges on which the Company’s common stock is listed
or quoted for trading on the date in question: the OTC Bulletin Board, the Pink
Sheets, the American Stock Exchange, the New York Stock Exchange, the Nasdaq
National Market or the Nasdaq SmallCap Market.
2. Injunctive
Relief. The Parties agree that a breach of this Agreement may
cause the Investors irreparable harm for which monetary damages are not
adequate. In addition to all other available legal remedies, the
Company shall have the right to injunctive relief to enforce this
Agreement.
3. Other
Restrictions.
(a) Legends. In
addition to any other legends required to be placed on each outstanding
certificate representing the Locked Up Shares, the Holder hereby agrees that
each outstanding certificate representing the Locked Up Shares during the
Restricted Period shall bear a legend reading substantially as
follows:
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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY __, 2008, COPIES
OF WHICH MAY BE OBTAINED FROM THE ISSUER OR FROM THE HOLDER OF THIS SECURITY. NO
TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH
AGREEMENT.”
(b) Termination of Restrictive
Legends. The restrictions referred to in Section 3(a) shall
cease and terminate at the end of the Restricted Period. Whenever
such restrictions shall cease and terminate as to any Locked Up Shares, the
Holder holding such shares shall be entitled to receive from the Company, in
exchange for such legended certificates, without expense, new certificates for a
like number of Locked Up Shares not bearing the legend set forth in Section
3(a).
(c) Copy of
Agreement. A copy of this Agreement shall be filed with the
corporate secretary of the Company and shall be kept with the records of the
Company and shall be made available for inspection by any shareholders of the
Company.
(d) Recordation. The
Company shall not record upon its books any Transfer to any person except
Transfers in accordance with this Agreement.
4. Permitted
Transfers. Notwithstanding the foregoing, the Holder may
transfer Locked Up Shares (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound by the restrictions set forth herein,
(ii) to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, or (iii) in
transactions relating to shares of Common Stock acquired by the Holder in open
market transactions after the completion of the Reverse Merger. For
purposes of this Agreement, “immediate family” shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.
5. Specific
Performance. The Holder acknowledge that there would be no
adequate remedy at law if he fails to perform any of its obligations hereunder,
and accordingly agrees that the Company, in addition to any other remedy to
which it may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of the Holder under this Agreement in
accordance with the terms and conditions of this Agreement. Any remedy under
this Section 4 is subject to certain equitable defenses and to the discretion of
the court before which any proceedings therefor may be brought.
5. Notices. All
notices, statements, instructions or other documents required to be given
hereunder shall be in writing and shall be given either personally or by mailing
the same in a sealed envelope, first-class mail, postage prepaid and either
certified or registered, return receipt requested, or by telecopy, and shall be
addressed to the Company at its principal offices and to the Holders at the
respective addresses furnished to the Company by the Holder.
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6. Successors and
Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and
assigns.
7. Recapitalizations and
Exchanges Affecting Locked Up Shares. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to the
Locked Up Shares, to any and all shares of capital stock or equity securities of
the Company which may be issued by reason of any stock dividend, stock split,
reverse stock split, combination, recapitalization, reclassification or
otherwise.
8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as applied to contracts to
be performed in California.
9. Waiver of Trial by
Jury. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR
ACTION ARISING OUT OF THIS AGREEMENT OR IN CONNECTION HEREWITH IS HEREBY
WAIVED.
10. Descriptive Headings,
Etc. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of terms contained herein.
Unless the context of this Agreement otherwise requires, references to "hereof,"
"herein," "hereby," "hereunder" and similar terms shall refer to this entire
Agreement.
11. Amendment. This
Agreement may not be amended or supplemented except by an instrument in writing
signed by the Holder and either (i) the majority of the Company’s independent
members of the Board of Directors or (ii) all directors of the Company’s Board
of Directors.
12. Severability. If
any term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.
13. Complete Agreement;
Counterparts. This Agreement constitutes the entire agreement
and supersedes all other agreements and understandings, both written and oral,
among the parties or any of them, with respect to the subject matter
hereof. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
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IN
WITNESS WHEREOF, the parties have executed this Lock Up Agreement on the above
written date.
_________________________________
By:_________________________________
Name: Xxxx
Xxxxxxxx
Title:
Chief Executive Officer
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