Exhibit 10.3
Lock-Up Agreement
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The undersigned is the beneficial owner of shares of common stock,
$0.01 par value per share (the "COMMON STOCK") of SWMX, Inc., a Delaware
corporation (the "COMPANY"). Such securities owned by the undersigned are
subject to this Agreement. The undersigned understands that the Company intends
to enter into a private placement of up to 4,000,000 shares of Common Stock for
an aggregate purchase price of $12,000,000 (the "FUNDING TRANSACTION"), as may
be revised by the Company without effect on the terms of this Agreement or
obligations of the undersigned hereunder.
In recognition of the benefit that the Funding Transaction will confer
upon the undersigned, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned agrees, for
the benefit of the Company, and each investor in the Funding Transaction, that,
during the period commencing on the initial closing date of the Funding
Transaction and ending nine (9) months after the closing of the Funding
Transactions (the "LOCK UP PERIOD"), the undersigned will not, without the prior
written consent of the Company and investors holding at least a majority of the
Common Stock issued in the Funding Transaction other than including the 866,666
shares of Common Stock issued to Alowex, LLC and Remnant Media, LLC, in exchange
for the accrued liabilities owed to such entities directly or indirectly, (i)
offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or sell (or announce any offer, sale, offer of
sale, contract of sale, hedge, pledge, sale of any option or contract to
purchase, purchase of any option or contract of sale, grant of any option, right
or warrant to purchase or other sale or disposition), or otherwise transfer or
dispose of (or enter into any transaction or device which is designed to, or
could be expected to, result in the disposition by any person at any time in the
future), any shares of Common Stock, or securities convertible into or
exchangeable for Common Stock, beneficially owned (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned
during the Lock Up Period or (ii) enter into any swap or other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock, in cash or otherwise.
In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this agreement.
Notwithstanding the foregoing, the undersigned may transfer Common
Stock if such transfer occurs by operation of law, such as rules of descent and
distribution, statutes governing the effects of a merger or a qualified domestic
order, provided that prior to such transfer the transferee executes an agreement
stating that the transferee is receiving and holding the shares subject to the
provisions of this agreement. Notwithstanding the foregoing, each of the
undersigned beneficial owners may sell up to one percent (1%) of the shares of
Common Stock owned by such beneficial owner beginning six (6) months after the
initial closing date of the Funding Transaction.
The undersigned understands that the Company and the investors will
proceed with the Funding Transaction in reliance on this agreement. Whether or
not the Funding Transactions are consummated depends on a number of factors,
including market conditions.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this agreement and that, upon request,
the undersigned will execute any additional documents necessary in connection
with the enforcement hereof. Any obligations of the undersigned shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Alowex LLC
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Member
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Wex Holdings LLC
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Member
2
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxxxx Xxxxxx
/s/ Xxxxxxxxx Xxxxxx
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Family Trust
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
4
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
84 Limited LLC
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Member
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Family Health & Educational Trust
By: /s/ Xxxx XxXxxxx
------------------------------------
Name: Xxxx XxXxxxx
Title: Trustee
7
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
----------------------------------------
8
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxx Xxxx
/s/ Xxxxxxx Xxxx
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxx Family LLC
By: /s/ Xxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxx X. Xxxx, Xx.
Title: Member
10
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Hunter Xxxx Xxxx Trust
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Trustee
11
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Xxxxxx Xxxx Trust
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Trustee
12
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxx X. Xxxx, Xx.
/s/ Xxxx X. Xxxx, Xx.
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Aloizos Family LLC
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Member
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
----------------------------------------
15
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Aloizos Family Trust
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Member
16
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
----------------------------------------
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Aloizos AAU Fund LLC
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Member
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxxx and Xxxxxx Xxxxxxxx JTWROS
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
/s/ Xxxxxx Xxxxxxxx
----------------------------------------
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Xxxxxx XXX
/s/ Xxxxxx Xxxxxx
----------------------------------------
20
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxxx Xxxxxxxx XXX
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
21
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxx Xxxxxxxx
/s/ Xxx Xxxxxxxx
----------------------------------------
22
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Omphalius Family LLC
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Member
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Trust for Xxxxxxxx Xxxxxxxxx
By: /s/ X. Xxxxxxxxx Xxxxx
------------------------------------
Name: X. Xxxxxxxxx Xxxxx
Title: Trustee
25
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Omphalius Family Health & Educational Trust
By: /s/ X. Xxxxxxxxx Xxxxx
------------------------------------
Name: X. Xxxxxxxxx Xxxxx
Title: Trustee
26
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxx Xxxxx Trust
By: /s/ X. Xxxxxxxxx Xxxxx
------------------------------------
Name: X. Xxxxxxxxx Xxxxx
Title: Trustee
27
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Trust for Xxxxxx Xxxxx
By: /s/ X. Xxxxxxxxx Xxxxx
------------------------------------
Name: X. Xxxxxxxxx Xxxxx
Title: Trustee
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[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement
to be executed as of the 26th day of July 2006.
Xxxxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
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