LOCK-UP AGREEMENT May 16, 2007
May
16,
2007
Quest
Group International, Inc.
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention:
President
Gentlemen:
The
undersigned are the owners of 48,000,000 shares of common stock, par value
$0.001 (the “Covered
Securities”)
of
Quest Group International, Inc., a Nevada corporation (the “Company”).
The
undersigned hereby agree that, during the period beginning on the date hereof
(the “Effective
Date”)
and
ending on the date that is 18 months after the date the Company receives
notification by the Securities and Exchange Commission that the registration
statement required to be filed by the Company pursuant to that certain
Registration Rights Agreement between the Company and the investors of the
Company’s private placement offering on May 16, 2007, will
not be reviewed or is no longer subject to further review and comments
(the
“Lock-Up
Period”),
the
undersigned will not sell, transfer, assign, pledge or hypothecate any Covered
Securities, unless it is to an individual, entity or charity that agrees to
be
subject to the terms and conditions of this Lock-Up Agreement. In addition,
the
undersigned agree that, during the Lock-Up Period, the Covered Securities shall
not be the subject of any hedging, short sale, derivative, put, or call
transactions that would result in the effective economic disposition of the
Covered Securities by any person.
The
obligations of the undersigned that are contained in this letter agreement
also
apply (i) to all Covered Securities that the undersigned may receive as a
stock dividend or other distribution on the Covered Securities and (ii) to
all other securities of the Company that the undersigned may receive in a
recapitalization or similar transaction in exchange for Covered Securities
acquired by the undersigned.
The
undersigned consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the Covered
Securities except in compliance with the preceding provisions of this Lock-Up
Agreement. The undersigned also consents to the placement of the following
legend on any and all stock certificates that evidence the Covered Securities
which are the subject of this Lock-Up Agreement:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN
LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, DATED
AS OF MAY 16, 2007. A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE
PRINCIPAL OFFICE OF THE COMPANY.”
|
Very
truly yours,
|
|
|
Santa
Xxxxxx Capital Partners II
13,750,000
Shares
By:
Santa Xxxxxx Capital, LLC
Its:
Managing Member
By:
/s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx
Xxxxxxxx
Its:
Sole
Member
|
/s/
Harin
Padma-Xxxxxx
Xxxxx
Xxxxx-Xxxxxx
2,000,000
Shares
|
|
/s/
Xxxxxxx
Xxxx
Xxxxxxx
Xxxx
20,000,000
Shares
|
/s/
Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
3,000,000
Shares
|
|
/s/
Xxxxxxx Xxxx
Xxxxxxx
Xxxx, custodian for Xxxxxxx
Xxxx
2,000,000
Shares
|
/s/
Xxxxxxx
Xxxx
Xxxxxxx
Xxxx, custodian for Noorean Xxxx
2,000,000
Shares
|
|
/s/
Xxxxx
Xxxxxxxx
Xxxxx Xxxxxxxx 250,000
Shares
|
/s/
Xxxxxxxxx X.
Xxxxxxxxxxxx
Xxxxxxxxx
X. Xxxxxxxxxxxx
5,000,000
Shares
|
|
ACCEPTED:
Quest
Group International,
Inc.
By:
/s/ Xxxxxx
Xxxxx
Xxxxxx
Xxxxx, President
|
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