SHARE LOCKUP AGREEMENT
THIS SHARE LOCKUP AGREEMENT (this "Agreement") is made and
entered into to be effective as of the 24th day of February, 2000
by and between Xxxxxx X. Xxxxxx, an individual residing in
Dallas, Texas, as a holder of securities (the "Shareholder") to
be personally bound by all of the terms, conditions and
provisions of this Agreement, and Rhino Enterprises Group, Inc.,
a Nevada corporation (the "Company").
RECITALS
WHEREAS, the Shareholder is the owner of certain shares of
common stock of the Company (the "Shares") and options to
purchase certain shares of common stock of the Company (the
"Options") and intends to continue buying or acquiring common
stock of the Company (the "Future Shares") (the Options, Shares
and Future Shares are sometimes collectively called the
"Securities").
WHEREAS, the Shareholder is an officer and director of the
Company.
WHEREAS, the Company is a public company whose shares of
common stock are traded on the OTC Bulletin Board under the
ticker symbol "RHNO."
WHEREAS, the Company has filed a Form 10-SB Registration
Statement with the Securities and Exchange Commission to become a
reporting company under Section 12(g) of the Securities Exchange
Act of 1934, as amended.
NOW, THEREFORE, in consideration of the foregoing premises
and mutual covenants hereinafter expressed, the receipt and
sufficiency of which are hereby acknowledged, the Shareholder and
the Company hereby agree as follows:
1. Lockup of Shares. The Shareholder will not sell in a public
or private transaction or in any other way divest himself of any
Shares, Future Shares or unexercised Options of the Company now
owned or which may be acquired during the term of this Agreement,
whether ownership is of direct or indirect interest.
2. Street Accounts. The Shareholder acknowledges that the
Company and its transfer agent and registrar cannot effectively
monitor the Shareholder's transactions in the Shares, Future
Shares or unexercised Options once such Securities are placed
into nominee or "street" name accounts. Therefore, the
Shareholder will provide verbal and written instructions to all
broker/dealers who handle his direct or indirect street accounts
at any time during this Agreement (the "Street Account" or
"Street Accounts") and will instruct such Street Accounts not to
resell these Securities under any circumstances, for any reason,
to any party, at any time during the term of this Agreement. The
Shareholder will further do everything
-1-
in his power to ensure that such instructions to any and all
Street Accounts are adhered to and followed. Further, the
Shareholder will provide to the Company, on the form attached
hereto as Exhibit A, notification of all such Street Accounts at
the time of execution of this Agreement and in the future as such
Street Accounts may change from time to time.
3. Delivery of Securities. The Shareholder will, during the term
of this Agreement, request from all Street Accounts, the delivery
of all certificates representing Securities owned by the
Shareholder, whether direct or indirect ownership, for
appropriate legending by the Company or its transfer agent and
registrar or any successor thereof, of all such Certificates, as
set forth in Paragraph 4 below.
4. Transfer Agent Responsibilities. During the term of this
Agreement, the Company, or the Company's transfer agent and
registrar or any successor thereof, as the case may be, shall
enforce the terms of this Agreement and shall not, during the
term of this Agreement, permit any transfer of Securities into a
third party's name. All such Securities shall bear a legend in
substantially the following form:
"NOTICE: These securities are subject to that certain
Share Lockup Agreement dated February 24, 2000, between
the registered holder hereof and Rhino Enterprises Group,
Inc., a Nevada corporation, and may only be sold or
otherwise transferred in compliance with the provisions
of such agreement."
5. Notification of All Indirect Ownership. The Shareholder will
provide to the Company, on the form attached hereto as Exhibit B,
upon execution of this Agreement, a list of all names in which
the Shareholder currently owns Securities or may own Securities
in the future, and will update such list if it changes at any
time.
6. Effective Date and Termination. This Agreement shall become
effective on the date of execution by Shareholder. All of the
provisions of this Agreement shall be fully performed and shall
terminate 12 months thereafter.
7. Legal Jurisdiction.
a. The parties hereunder irrevocably submit to the
jurisdiction of any Dallas County court in any action or
proceeding arising out of or relating to this Agreement, and the
parties hereby irrevocably agree that all claims in respect of
any such action or proceeding shall be heard and determined in
such a Dallas County court. The parties hereby consent to and
grant to any such court jurisdiction over the xxxxxxx of such
parties and over the subject matter of any such dispute and agree
that delivery or mailing of any process or other papers in the
manner provided herein above, or in such other manner as may be
permitted by law, shall be valid and sufficient service thereof.
-2-
b. The Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and the respective successors
and assigns, heirs, administrators and representatives and shall
not be enforceable by or inure to the benefit of any third party.
No party may assign any of its rights or obligations under this
Agreement without the written consent of the other parties. This
Agreement shall be construed in accordance with and governed by
the internal law of Dallas County (without reference to its rule
as to conflicts of laws). To the best knowledge of the principals
to this transaction, neither the underlying transaction/purpose
nor the Agreement violate any law or regulation.
c. This Agreement may only be modified by a writing signed
by all of the parties hereto, and no waiver hereunder shall be
effective unless in writing signed by the party to be charged.
8. Paragraph Headings and Counterpart Signature. All paragraph
headings herein are inserted for convenience only. This
Agreement may be executed in several counterparts, each of which
shall be deemed an original, which together shall constitute one
and the same instrument.
9. Notices. All notices, requests, instructions, or other
documents to be given hereunder shall be in writing and sent by
registered mail:
If to the Shareholder:
Xxxxxx X. Xxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
If to a Street Account:
The name and address set forth in each copy of Exhibit A
provided to the Company.
If to the Transfer Agent:
Interwest Transfer Company, Inc.
0000 X. 0000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
If to the Company:
Rhino Enterprises Group, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: President
-3-
IN WITNESS WHEREOF the undersigned has executed this Share
Lockup Agreement as of the date first above written.
RHINO ENTERPRISES GROUP, INC.
a Nevada corporation,
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx, President
/s/ XXXXXX X. XXXXXX
-------------------------------
Xxxxxx X. Xxxxxx, an individual
-4-
