1
Exhibit 4.7
LOCK UP AGREEMENT
December 23, 1997
Equity Services, Ltd.
Xx. Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx Steps
P.O. Box N-4805
Nassau, BAHAMAS
Re: VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation
Gentlemen:
I am a beneficial owner of securities of Venturi Technology
Enterprises, Inc., a Nevada corporation (the "Company"). I understand that you
propose to make a private placement of securities of the Company. I acknowledge
that such action by you will be of material benefit to the Company and the
undersigned as a beneficial owner of the Company's securities.
In consideration of the foregoing, and in order to induce you to act as
set forth above, I confirm my agreement that I will not, without your prior
written approval, offer for sale, sell, pledge, hypothecate or otherwise dispose
of, directly or indirectly, any of the shares of the Company's common stock
which I may own legally or beneficially as set forth on Exhibit "A" attached
hereto and made a part hereof ("Shares"), in any manner whatsoever whether
pursuant to SEC Rule 144 or otherwise, prior to May 31, 1999; however, the
Shares held pursuant to this agreement shall be released herefrom at a rate of
One Thousand (1,000) Shares per week for so long as the closing bid price of the
Shares shall have averaged in excess of Ten Dollars ($10.00) per share (subject
to adjustment in the event of any reverse stock splits or other similar events),
on trading volume of at least fifteen thousand (15,000) shares per day, for the
previous thirty (30) trading days (excluding any trading halts).
In any event, the restriction contained in this letter become null and
void effective May 31, 1999, and all shares held pursuant to this Lock-Up
Agreement shall be released.
I further understand that the Company will execute a placement
agreement with Equity Services, Ltd. concerning the proposed private placement
and that such agreement will provide that the Company will take such steps as
may be necessary to enforce the foregoing provisions and restrict the sale or
transfer of the Shares as provided herein including, but not limited to,
notification to the Company's transfer agent regarding any such restrictions;
and I hereby agree to and authorize any such actions and acknowledge that the
Company and you are relying upon this agreement in taking any such actions.
2
Very truly yours,
/s/ Xxxxxxx Xxxxxx
-------------------------------------
(Shareholder)
3
EXHIBIT "A" TO LOCK-UP AGREEMENT
Number of Shares of Common Stock Owned or
Shareholder Beneficially Owned
----------- -----------------------------------------
Xxxxxxx Xxxxxx 926,250
Xxxx Xxxxxxx 926,250
Xxxxxx Xxxxxxxxxx 2,500
4
LOCK UP AGREEMENT
December 23, 1997
Equity Services, Ltd.
Xx. Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx Steps
P.O. Box N-4805
Nassau, BAHAMAS
Re: VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation
Gentlemen:
I am a beneficial owner of securities of Venturi Technology
Enterprises, Inc., a Nevada corporation (the "Company"). I understand that you
propose to make a private placement of securities of the Company. I acknowledge
that such action by you will be of material benefit to the Company and the
undersigned as a beneficial owner of the Company's securities.
In consideration of the foregoing, and in order to induce you to act as
set forth above, I confirm my agreement that I will not, without your prior
written approval, offer for sale, sell, pledge, hypothecate or otherwise dispose
of, directly or indirectly, any of the shares of the Company's common stock
which I may own legally or beneficially as set forth on Exhibit "A" attached
hereto and made a part hereof ("Shares"), in any manner whatsoever whether
pursuant to SEC Rule 144 or otherwise, prior to May 31, 1999; however, the
Shares held pursuant to this agreement shall be released herefrom at a rate of
One Thousand (1,000) Shares per week for so long as the closing bid price of the
Shares shall have averaged in excess of Ten Dollars ($10.00) per share (subject
to adjustment in the event of any reverse stock splits or other similar events),
on trading volume of at least fifteen thousand (15,000) shares per day, for the
previous thirty (30) trading days (excluding any trading halts).
In any event, the restriction contained in this letter become null and
void effective May 31, 1999, and all shares held pursuant to this Lock-Up
Agreement shall be released.
I further understand that the Company will execute a placement
agreement with Equity Services, Ltd. concerning the proposed private placement
and that such agreement will provide that the Company will take such steps as
may be necessary to enforce the foregoing provisions and restrict the sale or
transfer of the Shares as provided herein including, but not limited to,
notification to the Company's transfer agent regarding any such restrictions;
and I hereby agree to and authorize any such actions and acknowledge that the
Company and you are relying upon this agreement in taking any such actions.
5
Very truly yours,
/s/ Xxxx Xxxxxxx
-------------------------------------
(Shareholder)
6
EXHIBIT "A" TO LOCK-UP AGREEMENT
Number of Shares of Common Stock Owned or
Shareholder Beneficially Owned
----------- -----------------------------------------
Xxxxxxx Xxxxxx 926,250
Xxxx Xxxxxxx 926,250
Xxxxxx Xxxxxxxxxx 2,500
7
LOCK UP AGREEMENT
December 23, 1997
Equity Services, Ltd.
Xx. Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx Steps
P.O. Box N-4805
Nassau, BAHAMAS
Re: VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation
Gentlemen:
I am a beneficial owner of securities of Venturi Technology
Enterprises, Inc., a Nevada corporation (the "Company"). I understand that you
propose to make a private placement of securities of the Company. I acknowledge
that such action by you will be of material benefit to the Company and the
undersigned as a beneficial owner of the Company's securities.
In consideration of the foregoing, and in order to induce you to act as
set forth above, I confirm my agreement that I will not, without your prior
written approval, offer for sale, sell, pledge, hypothecate or otherwise dispose
of, directly or indirectly, any of the shares of the Company's common stock
which I may own legally or beneficially as set forth on Exhibit "A" attached
hereto and made a part hereof ("Shares"), in any manner whatsoever whether
pursuant to SEC Rule 144 or otherwise, prior to May 31, 1999; however, the
Shares held pursuant to this agreement shall be released herefrom at a rate of
One Thousand (1,000) Shares per week for so long as the closing bid price of the
Shares shall have averaged in excess of Ten Dollars ($10.00) per share (subject
to adjustment in the event of any reverse stock splits or other similar events),
on trading volume of at least fifteen thousand (15,000) shares per day, for the
previous thirty (30) trading days (excluding any trading halts).
In any event, the restriction contained in this letter become null and.
void effective May 31, 1999, and all shares held pursuant to this Lock-Up
Agreement shall be released.
I further understand that the Company will execute a placement
agreement with Equity Services, Ltd. concerning the proposed private placement
and that such agreement will provide that the Company will take such steps as
may be necessary to enforce the foregoing provisions and restrict the sale or
transfer of the Shares as provided herein including, but not limited to,
notification to the Company's transfer agent regarding any such restrictions;
and I hereby agree to and authorize any such actions and acknowledge that the
Company and you are relying upon this agreement in taking any such actions.
8
Very truly yours,
/s/ X. X. Xxxxxxxxxx
-------------------------------------
(Shareholder)
9
EXHIBIT "A" TO LOCK-UP AGREEMENT
Number of Shares of Common Stock Owned or
Shareholder Beneficially Owned
----------- -----------------------------------------
Xxxxxxx Xxxxxx 926,250
Xxxx Xxxxxxx 926,250
Xxxxxx Xxxxxxxxxx 2,500
