PROMOTIONAL SHARES LOCK-IN AGREEMENT
This Promotional Shares Lock-In Agreement ("Agreement") was entered into May 20,
2003, between Cove Apparel, Inc., a Nevada corporation (the "Company"), located
at 0000 Xxxxxxxx, Xxxxx 00, Xxx Xxxxxxxx, Xxxxxxxxxx 00000, and Xxxxx Xxxxxxxx
(the "Security Holder"). Together, the Company and Security Holder are referred
to as "Signatories" in this Agreement.
The Company has applied to register its Equity Securities with the Securities
Administrator of the State of Nevada (the "Administrator"), and if applicable,
with the Securities Administrators of other states. The Security Holder is a
Promoter of the Company and owns the following Equity Securities issued by the
Company that are Promotional Shares as defined in the Statement of Policy
Regarding Corporate Securities Definitions (the "Definitions SOP") adopted by
the North American Securities Administrators Association, Inc. ("NASAA") on
April 27, 1997 and amended September 28, 1999 (describe the type and number of
Equity Securities owned):
One million five hundred thousand (1,500,000) shares of common stock (the
"Promotional Shares").
Other capitalized terms in this Agreement that are not defined within the
Agreement have the meanings specified in the Definitions SOP.
As a condition to Registering the Company's Equity Securities, the Signatories
agree as follows:
Promotional Shares are Restricted Securities
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1. The Security Holder agrees not to sell, pledge, hypothecate, assign, grant
any option for the sale of, or otherwise transfer or dispose of, whether or
not for consideration, directly or indirectly, the Promotional Shares and
all certificates representing stock dividends, stock splits,
recapitalizations, and the like, that are granted to, or received by the
Security Holder during the term of this Agreement (the "Restricted
Securities"), except as allowed by this Agreement.
Exercise or Conversion of Restricted Securities
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2. If the Restricted Securities under this Agreement have exercise or
conversion rights, the Security Holder may execute the rights, but the
exercised or converted Equity Securities will also be Restricted Securities
and subject to Lock-In during the term of this Agreement.
Term
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3. This Agreement became effective on the date the Agreement was entered into
as indicated above and will terminate when the release conditions of
paragraph 4 are satisfied.
Release of Restricted Securities
--------------------------------
4. a. Subject to the documentation requirements in paragraph 5 below, the
Restricted Securities may be released from Lock-In provisions of this
Agreement in the following manner:
(1) The Restricted Securities will be released if:
(A) The registered offering has been terminated, and no
securities were sold ; or
(B) The registered offering has been terminated, and all of
the gross proceeds that were received have been returned
to investors; or
(C) The Equity Securities did not qualify to be registered
by the Administrator.
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(2) If qualified to be registered by the Administrator, the
Registered Securities may be released upon any of the
following occurrences:
(A) three years from the date of the offering;
(B) when the stock becomes eligible for quotation on the
Over-the-Counter Bulletin Board at an average share
price greater than the price of the offering for at
least three months;
(C) listed on the NASDAQ "Small Cap" or higher market; or
(D) when the Company has paid the initial purchase price
back to the purchasing shareholders in the form of
Company dividends.
b. If the Company enters into any merger, reorganization,
liquidation, dissolution or other transaction or proceeding with a
person who is not a Promoter that results in the distribution of
the Company's assets or securities ("Distribution") while this
Agreement remains in effect, the Security Holder agrees that:
(1) All holders of the Company's Equity Securities will
initially share on a pro rata, per share basis in the
Distribution, in proportion to the amount of cash or other
consideration that they paid per share for their Equity
Securities (provided that the Administrator has accepted the
value of the other consideration), until the shareholders
who purchased the Company's Equity Securities in the
registered offering have received, or have had irrevocably
set aside for them, an amount that is equal to one hundred
percent (100%) of the offering price per share times the
number of shares of Equity Securities that they purchased in
the registered offering and which they still hold at the
time of the Distribution, adjusted for stock splits, stock
dividends recapitalizations and the like;
(2) After a Distribution, all holders of the Company's Equity
Securities will participate on an equal, per share basis
times the number of shares of Equity Securities they held at
the time of the Distribution, adjusted for stock splits,
stock dividends, recapitalizations and the like; and
(3) A Distribution may proceed on lesser terms and conditions
than the terms and conditions stated in paragraphs 4.b(1)
and (2) above if a majority of the Equity Securities that
are not held by Promoters, or their Associates or
Affiliates, vote, or consent by consent procedure to approve
the lesser terms and conditions at a special meeting called
for that specific purpose.
c. If the Company enters into any merger, reorganization,
liquidation, dissolution or other transaction or proceeding with a
Promoter that results in a Distribution while this Agreement
remains in effect, the Security Holder's Restricted Securities
will remain subject to the terms of this Agreement.
d. If the Restricted Securities under this Agreement become "Covered
Securities," as defined in Section 18(b)(1) of the Securities Act
of 1933, the Restricted Securities will be released.
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Documentation Regarding the Release of Restricted Securities
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5. The following will be required as evidence of compliance with the
conditions for release of Restricted Securities from this Lock-In Agreement
under paragraph 4 above:
a. A written notice to the Administrator with a copy of this
Agreement to advise that the release conditions have been
satisfied;
b. Appropriate supporting documents that demonstrate compliance with
paragraph 4 above will be maintained for a period of three (3)
years after termination of the Agreement and will be sent to the
Administrator promptly upon request; and
c. If the Administrator does not request additional documents or
object to the release of Restricted Securities within ten (10)
business days after the notice specified above has been filed,
this Agreement will terminate and the Restricted Securities will
be released.
Exceptions from Restrictions
----------------------------
6. The following types of transfer, hypothecation or disposition of Restricted
Securities are allowable under this Agreement:
a. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of any
court of competent jurisdiction and proper venue.
b. The Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security Holder's
estate, provided that the hypothecated Restricted Securities will
remain subject to the terms of this Agreement. Restricted
Securities may not be pledged to secure any other debt.
c. Restricted Securities may be transferred by gift to the Security
Holder's family members, provided that the Restricted Securities
will remain subject to the terms of this Agreement.
Voting Rights
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7. With the exception of paragraph 4.b above, the Security Holder will have
the same voting rights as holders of Equity Securities that are not
Restricted Securities.
Restrictive Legends on Stock Certificates
-----------------------------------------
8. a. A notice will be placed on the face of each stock certificate
of the Restricted Securities covered by the terms of this
Agreement stating that the transfer of the stock evidenced by the
certificate is restricted in accordance with the conditions set
forth on the reverse side of the certificate; and
b. A typed legend will be placed on the reverse side of each stock
certificate of the Restricted Securities covered by this Agreement
which states that: the sale or transfer of the shares evidenced by
the certificate is subject to certain restrictions pursuant to an
agreement between the Security Holder (whether beneficial or of
record) and the Company; the agreement is on file with the Company
and the stock transfer agent; and a copy of the agreement is
available upon request without charge.
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Modifications of Agreement
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9. This Agreement may be modified only with the written approval of the
Administrator.
Other Requirements of the Company
---------------------------------
10. The Company will:
a. File an executed copy of this Agreement with the Administrator
before the effective date of the registered offering;
b. Provide copies of this Agreement and a statement of the initial
public offering price to the Company's stock transfer agent;
c. Place appropriate stock transfer orders with the Company's stock
transfer agent against the sale or transfer of the shares covered
by this Agreement, except as otherwise provided in this Agreement;
d. Place the stock restriction legends described above on the
periodic statement sent to the registered owner if the securities
subject to this Agreement are uncertificated securities.
The Signatories have entered into this Agreement, which may be written in
multiple counterparts and each of which will be considered an original, and have
signed the Agreement in the capacities, and on the dates, indicated below.
Date
By: /s/ Xxxxx Xxxxxxxx 5/20/03
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Xxxxx Xxxxxxxx, Shareholder
Company Date
-------
By /s/ Xxxxxx Xxxxxxx May 20, 2003
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Xxxxxx Xxxxxxx, President
Date
By /s/ Xxxxxx Xxxxxxx May 20, 2003
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Xxxxxx Xxxxxxx, Secretary
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