FORM OF LOCK-UP AGREEMENT
January 13, 2006
Purchasers referred to below:
Re: Securities Purchase Agreement dated January 13, 2006 (the
"Agreement") by and among, Consolidated Energy, Inc., (the
"Company") and the purchasers signatory thereto (each, a
"Purchaser" and collectively referred to as the "Purchasers")
Ladies and Gentlemen:
Defined terms not otherwise defined herein (the "Letter Agreement") shall
have the meanings set forth in the Agreement. Pursuant to Section 4.2(z) of the
Agreement and in satisfaction of a condition of the Purchasers' obligations
under the Agreement, the undersigned irrevocably agrees with the Purchasers
that, from the date hereof until the one year anniversary of the Closing Date
(such period, the "Restriction Period"), the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act and the
rules and regulations of the Commission promulgated thereunder with respect to,
any shares of Common Stock or Common Stock Equivalents beneficially owned, held
or hereafter acquired by the undersigned (the "Securities"). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company will impose irrevocable
stop-transfer instructions preventing the transfer agent from effecting any
actions in violation of this agreement.
The undersigned acknowledges that the execution, delivery and performance
of this letter agreement is a material inducement to the Purchasers to complete
the transaction contemplated by the Purchase Agreement and that the Purchasers
(which shall be third party beneficiaries of this letter agreement) and the
Company shall be entitled to specific performance of my obligations hereunder.
The undersigned hereby represents that the undersigned has the power and
authority to execute, deliver and perform this letter agreement, that the
undersigned has received adequate consideration therefor and that the
undersigned will indirectly benefit from the closing of the transactions
contemplated by the Purchase Agreement.
This letter agreement may not be amended or otherwise modified in any
respect without the written consent of each of the Company, the Purchasers and
the undersigned. This letter agreement shall be construed and enforced in
accordance with the laws of the State of Texas, without regard to the principles
of conflicts of laws. The undersigned hereby irrevocably submits to the
exclusive jurisdiction of the United States District Court sitting in the
Northern District of Texas and the courts of the State of Texas located in
Dallas, Texas, for the purposes of any suit, action or proceeding arising out of
or relating to this letter agreement, and hereby waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. The undersigned hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by receiving a copy thereof sent to the Company at
the address in effect for notices to it under the Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. The undersigned hereby waives any right to a trial by jury.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. The undersigned agrees and understands
that this letter does not intend to create any relationship between the
undersigned and the Purchasers and that the Purchasers are not entitled to cast
any votes on the matters herein contemplated and that no issuance or sale of the
Securities is created or intended by virtue of this letter.
By its signature below, the Company's transfer agent hereby acknowledges
and agrees that it has placed an irrevocable stop transfer instruction on all
Securities beneficially owned by the undersigned, reflecting this Letter
Agreement, until the end of the Restriction Period. This Letter Agreement shall
be binding on successors and assigns of the undersigned with respect to the
Securities and any such successor or assign shall enter into a similar agreement
for the benefit of the Purchasers.
*** SIGNATURE PAGE FOLLOWS***
2
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxxxx X. Xxxxxx
---------------------
Signature
Xxxxxx X. Xxxxxx
---------------------
Print Name
Secretary / Director
---------------------
Position in Company
Address for Notice:
---------------------
X.X. Xxx 000
Xxxxxxxxx, XX 00000
---------------------
351,000
--------------------------------
Number of shares of Common Stock
-0-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxx X. Xxxxxx by Xxxxxx X. Xxxxxx - by power of attorney dated 12-25-05
-------------------------------------
Signature
Xxx X. Xxxxxx
-------------------------------------
Print Name
Position in Company
-------------------------------------
Address for Notice:
Xxx X. Xxxxxx Manager
Diaton Energy, LLC
0000 Xxxxx Xxxxx Xx.
Xxxxx Xxxxxxx, Xxx 00000
1,182,502
-------------------------------------
Number of shares of Common Stock
-0-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxx Xxxxx
------------------------
Signature
Xxxx Xxxxx
------------------------
Print Name
Board Member
------------------------
Position in Company
Address for Notice:
------------------------
25,000
------------------------
Number of shares of Common Stock
-0-
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
-------------------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxx Xxxxxx by Xxxxxx X. Xxxxxx - by Power of Attorney dated 12/20/05
--------------------------------------
Signature
Xxxx Xxxxxx
-------------------------------
Print Name
Position in Company
-------------------------------
Address for Notice:
1876 Monte Carlo
-------------------------------
Xxxxx Xxxxxxx, Xxx 00000
994,977
-------------------------------
Number of shares of Common Stock
-0-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
------------------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Signature
Xxxxx X. Xxxxxxx
---------------------------
Print Name
CFO
-------------------------------
Position in Company
Address for Notice:
-------------------------------
X.X. Xxx 000
Xxxxx Xxxxx, XX 00000
350,000
-------------------------------
Number of shares of Common Stock
-0-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
-------------------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxxx Xxxxxxx
------------------------
Signature
Xxxxx Xxxxxxx
------------------------
Print Name
President
------------------------
Position in Company
Address for Notice:
------------------------
00 Xxxxxx Xx.
Xxxxx Xxxxx, XX 00000
750,000
--------------------------------
Number of shares of Common Stock
-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
------------------------------------------------
Name:
Title:
3
This letter agreement may be executed in two or more counterparts, all of
which when taken together may be considered one and the same agreement.
/s/ Xxxxxx Xxxxxxxx
-----------------------
Signature
Xxxxxx Xxxxxxxx
-----------------------
Print Name
Board Member
-----------------------
Position in Company
-----------------------
Address for Notice:
25,000
---------------------------------
Number of shares of Common Stock
-0-
--------------------------------------------------------------------------------
Number of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.
CONSOLIDATED ENERGY, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
Title: President
Acknowledged and agreed to as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
------------------------------------------------
Name:
Title:
3
