EXHIBIT 10.25
SMART ENERGY SOLUTIONS, INC.
The undersigned, agrees that he, she or it will not, directly or indirectly,
issue, offer, agree or offer to sell, sell, grant an option for the purchase or
sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
or dispose (collectively, "Sell" or "Sold") of any securities referenced below
of the Smart Energy Solutions, Inc., formerly known as Xxxxxxx.xxx, Inc. (the
"Company"), including options, rights, warrants or other securities underlying,
convertible into, exchangeable or exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the undersigned), or any beneficial interest therein (collectively, the
"Securities"), except as follows:
1. After April 2006, 20% of the Securities referenced below held by the
undersigned can be Sold;
2. After April 2007, 30% of the Securities referenced below held by the
undersigned can be Sold; and
3. After April 2008, the balance thereof.
Notwithstanding the foregoing, the undersigned shall be entitled to Sell the
Securities as long as the transaction does not involve the Securities being Sold
on the Over-the-Counter Bulletin Board (or any other exchange or medium where
the securities of the Company are listed or quoted), provided, however, that any
transferee of the Securities, including without limitation, a person who is
gifted the Securities or lends against the Securities, shall agree in writing to
the restrictions contained herein prior to and as a condition to the Securities
being Sold.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned.
Dated: ____ __, 2006
Name: ____________________________
Certificate Nos.: ________________
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