EXHIBIT 10.9
LOCKUP AGREEMENT
EXHIBIT 10.9
LOCKUP AGREEMENT
THIS LOCKUP AGREEMENT ("Agreement") is made effective as of this ___ day of
June, 2011, by and among Xxxx X. Xxxxxxxxx and The XxxxxXxxxxx Group, Inc.
(known collectively as "Shareholders") and Red Mountain Resources, Inc. a
Florida corporation ("Company").
WHEREAS, the Shareholders, collectively, hold Eighteen Million
(18,000,000) shares of restricted common stock of the Company or securities
convertible into or exercisable for common stock of the Company (collectively,
"Securities");
WHEREAS, the Company believes it is in the best interests of its
stockholders to establish an orderly trading market for shares of the Company's
common stock;
WHEREAS, the Company desires the Shareholders to refrain from selling
Securities held by the Shareholders to encourage orderly trading in shares of
the Company's common stock;
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. LOCKUP OF SECURITIES. The Shareholders agrees, that without the prior
written consent of the Company, that, until the earlier of the first anniversary
of the date of this Agreement or a Change in Control, the Shareholders will not
make or cause any sale of any Securities listed on Exhibit I hereto which, as of
the date of this Agreement, the Shareholders owns either of record or
beneficially, and which the Shareholders has the power to control the
disposition; provided, however, that the Shareholders may, without the Company's
prior written consent, (i) make a gift of Securities without consideration to an
organization exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
Further, the Shareholders agree, that the Securities shall be released in
the amounts and the dates set forth in Exhibit I.
2. CONSIDERATION FOR LOCKUP. The Shareholders, as terms of Xx. Xxxxxxxxx'x
employment as an officer of the Company, agrees to the terms of this Agreement.
3. TRANSFER; SUCCESSOR AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
4. GOVERNING LAW. This Agreement shall, to the fullest extent allowed
by law, be construed, interpreted and enforced in accordance with the laws of
the State of Texas, without regard to or application of conflict of law rules,
and the venue in regard to any disputes arising hereunder shall, to the fullest
extent allowed by law, be in the City and County of Dallas, Texas.
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5. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
7. NOTICES.
(a) All notices, requests, demands and other communications
under this Agreement or in connection herewith shall be given or made upon (i)
the Shareholders at such Shareholders' addresses set forth on the signature page
hereto; and (ii) the Company at 0000 XxXxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, attention President and General Counsel.
(b) All notices, requests, demands and other communications
given or made in accordance with the provisions of this Agreement shall be in
writing, and shall be sent by overnight courier, or by facsimile with
confirmation of receipt, and shall be deemed to be given or made when receipt is
so confirmed.
(c) Any party may, by written notice to the other, alter its
address or respondent, and such notice shall be given in accordance with the
terms of this Section 8.
8. ATTORNEYS' FEES. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled as determined by such court, equity or arbitration proceeding.
9. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended with
the written consent of the Company and the Shareholders.
10. SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
11. DELAYS OR OMISSIONS. No delay or omission to exercise any right, power
or remedy accruing to any party to this Agreement, upon any breach or default of
the other party to this Agreement shall impair any such right, power or remedy
of such holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party to this Agreement of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any holder shall be cumulative and
not alternative.
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12. ENTIRE AGREEMENT. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements
existing between the parties hereto are expressly canceled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
RED MOUNTAIN RESOURCES, INC.
(A Florida Corporation)
By: __________________________________
Name: Xxxxxx X. Xxxx
Title: Director
XXXX X. XXXXXXXXX
-------------------------------------
Xxxx X. Xxxxxxxxx, Individually
Address:
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
--------------------------------------
THE XXXXXXXXXXX GROUP, INC.
-------------------------------------
Xxxx X. Xxxxxxxxx, President
Address:
000 Xxxxxx
Xxxxxx Xxxx, XX 00000
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EXHIBIT I
SECURITIES SUBJECT TO LOCKUP AGREEMENT
Securities Subject to Lockup: Eighteen Million (18,000,000) shares
of Red Mountain Resources, Inc.
restricted common stock held by the
Shareholders as follows:
Number of
Holder Shares Held
The XxxxxXxxxxx Group, Inc. 18,000,000
To be released from the Lockup Agreement as follows:
Number of Shares
Release To Be
Date Released
June 21, 2012 3,000,000
December 21, 2012 15,000,000
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