Stock Agreement
The undersigned is a shareholder of QualSec. (the "Company") and wishes to facilitate further financing of the Company (the "Offering") of Common Stock of the Company ("Common Stock").
In consideration of the foregoing, the undersigned agrees that he will
not, for a period 365 days after the effective date of this Agreement, offer to sell, contract to sell or otherwise sell shares of Common Stock of the Company, any
options or warrants to purchase any shares of Common Stock of the Company, or
any other securities convertible into or exchangeable for shares of Common
Stock of the Company, now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has the power of disposition.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any shares of Common Stock or securities convertible into
or exchangeable or exercisable for Common Stock either during his or her
lifetime or on death by will or intestacy to his or her immediate family or
to a trust the beneficiaries of which are exclusively the undersigned and/or
a member or members of his or her immediate family; provided, however, that
prior to any such transfer each transferee shall execute an agreement,
satisfactory to QualSec pursuant to which each transferee
shall agree to receive and hold such shares of Common Stock, or securities
convertible into or exchangeable or exercisable for Common Stock, subject to
the provisions hereof, and there shall be no further transfer except in
accordance with the provisions hereof. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the
transferor.
The undersigned understands that the agreements of the undersigned are
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. The undersigned agrees and consents
to the entry of stop transfer instructions with the Company's transfer agent
against the transfer of Common Stock or other securities of the Company held
by the undersigned except in compliance with this agreement.
DATED:
BY:
Xxxxx X. Xxxxxx
