July 8, 2009 Dot VN, Inc.
EXHIBIT
10.39
July 8,
2009
0000
Xxxxxx Xxxxxx, Xxxxx 000
Xxx
Xxxxx, Xxxxxxxxxx 00000
Ladies
and Gentlemen:
As a holder (a “Holder”) of common
stock, par value $0.001 per share (the “Common Stock”) of Dot VN, Inc., a
Delaware corporation (the “Company”), and consistent with the requirements
of Section 16 of the Securities Exchange Act of 1934, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
undersigned agrees that the undersigned will not offer, sell, contract to sell,
grant an option to purchase, or otherwise dispose of any shares of Common Stock
owned, acquirable or vested as of the date of this Lock-up Agreement until July
8, 2010.
Subject to the terms and conditions
hereof, the undersigned authorizes the Company to cause its transfer agent to
decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any shares of Common Stock and
any securities convertible into, exercisable, or exchangeable for Common Stock
for which the undersigned is the record holder and, in the case of any such
share or securities for which the undersigned is the beneficial but not the
record holder, agrees to cause the record holder to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on such books and
records with respect to such shares or securities.
The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into the
agreements set forth herein, and that, upon request, the undersigned will
execute any additional documents necessary in connection with enforcement
hereof.
This Lock-Up Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
without giving effect to its conflicts of laws principles.
This Lock-Up Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts taken together shall constitute but
one and the same instrument. This Lock-Up Agreement may be executed
by facsimile signatures.
Very
truly yours,
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Accepted,
Acknowledged and Agreed to by:
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx
X. Xxxxx
Title: Corporate
Secretary and Director
