EXHIBIT "G"
LOCK-UP/LEAK-OUT AGREEMENTS
LOCK-UP/LEAK-OUT AGREEMENT #1
WHEREAS, pursuant to a Plan and Agreement of Reorganization dated
December 20, 2000 between TelNet World Communications, Inc., 886510 Alberta
Ltd., and GiveMePower Inc. and as further amended in an agreement dated April
17, 2001, the parties identified in Schedule "A" hereby agreed to a
lock-up/leak-out agreement on their shares of common stock of TelNet World
Communications, Inc. ("TWCI"). Subsequent to the date of this agreement, the
corporate name of TelNet World Communications, Inc. has been changed to
GiveMePower Corporation.
THEREFORE BE IT RESOLVED, the parties hereby accept the lock-up/leak-out
agreement as represented in Schedule "A".
Dated May 7, 2001
TELNET WORLD COMMUNICATIONS, INC.
/s/_______________________________________
XXXX XXXXXX, DIRECTOR, PRESIDENT & CEO
SCHEDULE "A"
Section (i)
Each party agrees that its free-trading shares will be leaked-out as
specified below.
Name of Lock-up Party Number of Shares to be Locked Up
--------------------- --------------------------------
Seville Consulting, Inc. 120,000
Power Network, Inc. 120,000
BAF Consulting, Inc. 142,844
Xxxxxx Xxxxxxxx 104,525
YT2K, Ltd. 65,354
Xxxxx Xxxxxxxxxx 125,000
ARB Consulting, Inc. 139,192
Network Marketing Resources, Inc. 150,000
-------
TOTAL 966,915
The leak-out period is for a 24 month period commencing April 17, 2001
whereby the parties identified above hereby agree, in the aggregate, not to
sell more than the following amounts of shares of TWCI common stock.
- 34,096 shares per month or 5% of the prior month's trading volume,
whichever is greater.
- After the 24 month period has lapsed, the company shall direct the
transfer agent to release the remaining free-trading shares to the
shareholders herein, if applicable.
TWCI management reserves the right, at their sole discretion, to
increase the number of shares to be leaked out and/or decrease the leak-out
period.
Section (ii)
Each party agrees that its free-trading shares will be leaked-out as
specified below.
Name of Lock-up Party Number of Shares to be Locked Up
--------------------- --------------------------------
MSI Services, Inc. 100,000
- 25,000 shares to be released upon waiver of all of the conditions
precedent as set out in the December 20, 2000 Plan and Agreement of
Reorganization;
- 25,000 shares to be released upon the listing of TWCI as a registered
trading company on the OTC Bulletin Board (the "Listing Date");
- 25,000 shares to be released upon 45 days from the Listing Date;
- 25,000 shares to be released upon 90 days from the Listing Date.
TWCI management reserves the right, at their sole discretion, to
increase the number of shares to be leaked out and/or decrease the leak-out
period.
Section (iii)
Each party agrees that its free-trading shares will be leaked-out as
specified below.
Name of Lock-up Party Number of Shares to be Locked Up
--------------------- --------------------------------
Seville Consulting, Inc. 100,000
BAF Consulting, Inc. 100,000
Xxxxxx X. Xxxxxxx, P.C. 90,000
-------
TOTAL 290,000
The leak-out period is for a 24 month period commencing April 17, 2001
whereby the parties identified above hereby agree, in the aggregate, not to
sell more than the following amounts of shares of TWCI common stock.
- 5% of the prior month's trading volume or 4.2% of the share total
above, whichever is greater.
- After the 24 month period has lapsed, the company shall direct the
transfer agent to release the remaining free-trading shares to the
shareholders herein, if applicable.
TWCI management reserves the right, at their sole discretion, to
increase the number of shares to be leaked out and/or decrease the leak-out
period.
LOCK-UP/LEAK-OUT AGREEMENT #2
WHEREAS, pursuant to a Convertible Debenture Agreement between
GiveMePower Inc., a wholly-owned subsidiary of TelNet World Communications,
Inc. ("TWCI"), and the debenture holders identified in Schedule "A", the
parties hereby agreed to a lock-up/leak-out agreement on their shares of TWCI
common stock. Subsequent to the date of this agreement, the corporate name of
TelNet World Communications, Inc. has been changed to GiveMePower Corporation.
THEREFORE BE IT RESOLVED, the parties hereby accept the lock-up/leak-out
agreement as represented in Schedule "A".
Dated June 6, 2001
TELNET WORLD COMMUNICATIONS, INC.
/s/______________________________________
XXXX XXXXXX, DIRECTOR, PRESIDENT & CEO
SCHEDULE "A"
Each party agrees that its free-trading shares will be leaked-out as
specified below.
Name of Lock-up Party Number of Shares to be Locked Up
--------------------- --------------------------------
KCK Industries Ltd. 105,840
Xxxx Xxxxxxxxx 38,339
Xxx & Xxxx Xxxxxxxxx 10,650
Xxxx Xxxxx 10,627
Guy Bull 30,807
Xxxxxx Xxxx 10,608
Xxxxxxxxxxx X.X. Xxxxxxxx 31,823
Xxxxx Xxxxxxx Enterprises Inc. 42,517
Xxxxxxx Xxx 10,608
Xxxx Xxxxxx 8,840
Xxxxxx X.X. Xxxx 10,594
Xxxx & Xxxxx Xxxxxxxxx 40,594
Xxxxxxx Xxxx 20,812
Xxxxxx Xxxxxxxxxxx 10,577
Xxxxxxx X. Xxxxxx 9,497
Xxxxx X. Xxxxxx 9,484
Xxxxxxx Xxxxxx Xxxxxx 10,496
Xxxxxxx X. Xxxxxxx 17,479
Xxxxx Xxxxxxx 10,470
Xxxx-X. Xxxx 10,470
Xxxxx Xxxxxx 10,412
Xxx X. Xxxx 31,235
Xxxxxx Xxxxxx 8,634
Romag Investments Ltd. 10,311
Xxxxxxx Xxxxx 51,554
Xxxxx Xxxxxxx 20,622
701293 Alberta Ltd. 10,291
Xxxxx Xxxxx 214,401
Xxxx & Xxxx Xxxx 10,283
Xxxx Xxxxxx 11,299
Grant Mayor 10,221
Xxxxx Xxxxxxxx 26,769
416025 Alberta Ltd. 101,260
Xxxxx Xxxx 20,213
X. Xxxxxx XxXxxxxxx P.C. 6,738
Xxxxxx Xxxxxxx 50,000
Dymar Chemicals Limited 20,000
Xxxx X. Xxxxxxx Prof. Corp. 6,400
Xxxx X. Xxxxxxx 6,200
Xxxxxx Xxxxxxx 10,000
Xxxx Xxxxxxxxx 20,000
Xx Xxxxxxxxxxx 2,000
Xx. Xxxx X. Xxxxxx 40,000
Xxxxx Xxxxxxxx 5,000
Xxxxxxx Xxxxx 10,000
Xxxxx XxXxxx 10,000
Xxxx Xxxxxxx 10,000
Xxxx X. Xxxxxxxx 70,000
Xxxxxx Xxxxxxxxx XxXxxx 70,000
Xxxx X. Xxxxx 40,000
CCSG Investments Inc. 20,000
Xxxx X. Xxxxxx 50,000
Xxxxxx X. Pool 50,000
Xxxxx Xxxxxx 30,000
Xxxxx X. Xxxx 50,000
Madison Financial LLC 18,000
------
TOTAL 1,593,625
The leak-out period shall be 24 months commencing as follows:
- 15% to be released upon the listing of TWCI as a fully reporting,
trading public company on the OTC Bulletin Board market (the "Listing
Date");
- 10% to be released upon 90 days from the Listing Date;
- 10% to be released upon 180 days from the Listing Date;
- 10% to be released upon 270 days from the Listing Date;
- 10% to be released upon 360 days from the Listing Date;
- 10% to be released upon 450 days from the Listing Date;
- 10% to be released upon 540 days from the Listing Date;
- 10% to be released upon 630 days from the Listing Date;
- 15% to be released upon 720 days from the Listing Date.
TWCI management reserves the right, at their sole discretion, to increase the
number of shares to be leaked out and/or decrease the leak-out period.
