LOCK UP AGREEMENT
This LOCK UP AGREEMENT ("Agreement") dated and effective the 30th day of
January, 2001 is by and between Xxxxx Xxxxxx ("Shareholder"), and Texas
Scientific Inc., a Nevada corporation ("Company").
NOW THEREFORE, the parties hereto agree as follows:
Shareholder hereby represents, warrants, covenants and agrees, for the
benefit of the Company and the holders of record (the "third party
beneficiaries") of the Company's outstanding securities, including the Company's
Common Stock, $.001 par value (the "Stock") at the date hereof and during the
pendency of this Agreement that the Shareholder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant
any option to purchase or otherwise dispose of, directly or indirectly, his
shares of Stock of the Company owned beneficially or otherwise by the
Shareholder except in connection with or following completion of a merger,
acquisition or other transaction by the Company resulting in the Company no
longer being classified as a blank check company as defined in Section 7(b)(3)
of the Securities Act of 1933, as amended. Any attempted sale, transfer or other
disposition in violation of this Agreement shall be null and void. The
Shareholder further agrees that the Company (i) may instruct its transfer agent
not to transfer such securities (ii) may provide a copy of this Agreement to the
Company's transfer agent for the purpose of instructing the Company's transfer
agent to place a legend on the certificate(s) evidencing the securities subject
hereto and disclosing that any transfer, sale, contract for sale, devise, gift,
assignment, pledge or hypothecation of such securities is subject to the terms
of this Agreement and (iii) may issue stop-transfer instructions to its transfer
agent for the period contemplated by this Agreement for such securities.
This Agreement shall be binding upon the Shareholder, his agents, heirs,
successors, assigns and beneficiaries. Any waiver by the Company of any of the
terms and conditions of this Agreement in any instance must be in writing and
must be duly executed by the Company and the Shareholder and shall not be deemed
or construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof. The Shareholder agrees that any breach of this
Agreement will cause the Company and the third party beneficiaries irreparable
damage for which there is no adequate remedy at law. If there is a breach or
threatened breach of this Agreement by the Shareholder, the Shareholder hereby
agrees that the Company and the third party beneficiaries shall be entitled to
the issuance of an immediate injunction without notice to restrain the breach or
threatened breach. The Shareholder also agrees that the Company and all third
party beneficiaries shall be entitled to pursue any other remedies for such a
breach or threatened breach, including a claim for money damages.
SHAREHOLDER: COMPANY:
TEXAS SCIENTIFIC INC.
/s/ /s/
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Xxxxx Xxxxxx By Xxxxx Xxxxxx, President
