Exhibit 4.1(v)(d)
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LOCK-UP AGREEMENT
May 21, 2004
Board of Directors
U.S.A. Sunrise Incorporated
Gentlemen:
The undersigned, a beneficial owner of the common stock of Sunrise U.S.A.
Incorporated, (the "Company"), $0.0001 par value per share (the "Common Stock"),
understands that the Company has filed with the U.S. Securities and Exchange
Commission a registration statement on Form 10-SB (File No. 000-50370) (the
"Registration Statement"), for the registration of certain shares of the
Company's Common Stock. As part of the disclosure included in the Registration
Statement, the Company has affirmatively stated that there will be no public
trading in the Company's securities until such time as the Company successfully
implements its business plan as described in the Registration Statement.
In order to insure that the aforesaid disclosure is adhered to, the undersigned
agrees, for the benefit of the Company, that he/she will not publicly offer to
sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of the Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security, grant
options, rights or warrants with respect to any such shares of Common Stock,
until the Company successfully closes a merger or acquisition. The undersigned
also agrees to surrender his/her certificate(s) to the Company, which will
forward the certificate(s) to its legal counsel for safekeeping. Furthermore,
the undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
/s/ Xxxxxxxxx Xxxxxxxxx
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[Signature of Holder]
Xxxxxxxxx Xxxxxxxxx & Xxxxxx Xxxxxxxxxx
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[Please Print Name(s)]
6,007,644
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[Number of Shares of
Common Stock Owned]
