LOCK UP AGREEMENT
Xxxxx 00, 0000
Xxxxxxxx Group, LLC
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Re: VENTURI TECHNOLOGIES, INC., a Nevada corporation
Gentlemen:
I am a beneficial owner of securities of Venturi Technologies, Inc., a
Nevada corporation (the "Company"). I understand that you propose to purchase
securities of the Company. I acknowledge that such action by you will be of
material benefit to the Company and the undersigned as a beneficial owner of the
Company's securities.
In consideration of the foregoing, and in order to induce you to
purchase such securities, I confirm my agreement that I will not, without your
prior written approval, offer for sale, sell, pledge, hypothecate or otherwise
dispose of, directly or indirectly, any of the shares of the Company's common
stock which I may own legally or beneficially as set forth on Exhibit "A"
attached hereto and made a part hereof ("Shares"), in any manner whatsoever
whether pursuant to SEC Rule 144 or otherwise, prior to the date that is six (6)
months after the date hereof PROVIDED HOWEVER, that I will be allowed to margin
or borrow against up to 10% of the Shares. Thereafter, the Shares held pursuant
to this agreement shall be released herefrom at the rate of 5% of the total
initial amount of the Shares subject to this agreement each month; provided,
however, that all of the Shares subject to this agreement shall be immediately
released herefrom if:
a. the Company's net income before provision for income taxes
and exclusive of any extraordinary earnings (all as audited and
determined by the Company's independent certified public accountants)
(the "Minimum Pretax Income") amounts to at least $9,979,794 during the
fiscal year ending on December 31, 2000, or
b. commencing on the date hereof and ending on the date that
is eighteen (18) months after the date hereof, the closing bid price of
the Company's common stock shall average in excess of $10.00 per share
(subject to adjustment in the event of any reverse stock splits or
other similar events) for thirty (30) consecutive trading days.
In any event, the restrictions contained in this agreement shall become
null and void effective December 31, 2001, and all Shares held pursuant to this
Lock-Up Agreement shall be released.
Xxxxxxxx Group, LLC
April 14, 1999
Page 2
I further understand that the Company will execute a stock purchase
agreement with you concerning your purchase of the Company's securities and that
such agreement will provide that the Company will take such steps as may be
necessary to enforce the foregoing provisions and restrict the sale or transfer
of the Shares as provided herein including, but not limited to, notification to
the Company's transfer agent regarding any such restrictions; and I hereby agree
to and authorize any such actions and acknowledge that the Company and you are
relying upon this agreement in taking any such actions.
Very truly yours,
/s/ XXXX XXXXXXX
----------------------------------
(Shareholder)
EXHIBIT "A" TO LOCK-UP AGREEMENT
Number of Shares of Common Stock Owned or
Shareholder Beneficially Owned
----------- --------------------------------------------
Xxxxxxx Xxxxxx 1,225,515
Xxxx Xxxxxxx 1,225,515
