Schedule “C” LOCKUP/LEAK-OUT AGREEMENT
Schedule
“C”
THIS
LOCKUP AGREEMENT
dated as
of 3-20-2007 (the "Agreement") is made by and between XxxxxXxxXxxxxxx.Xxx,
Inc,
a Nevada corporation (hereinafter referred to as the "Company"), and Xxxxx
Xxxxxxxx (hereinafter, referred to herein as the “Selling
Shareholder”).
W
I T N E S S E T H:
WHEREAS,
pursuant to the terms and conditions of a certain Share Purchase Agreement
by
and between XxxxxXxxXxxxxxx.Xxx, Inc., and 221 Fund, LLC., a Florida limited
liability company, dated as of the date hereof among the Selling Shareholder
and
the Company (the "Share Purchase Agreement"), the Company has agreed to issue
to
the Selling Shareholder one million five hundred thousand (1,500,000) shares
of
common stock, as more fully described in said Share Purchase Agreement;
and
WHEREAS,
to
induce the Company to execute and deliver the Share Purchase Agreement, the
Selling Shareholder has agreed to (“Lock-up”) not offer for sale, sell assign,
pledge, issue, distribute, grant any option or enter into any contract for
sale
of or otherwise dispose of (any such action being hereafter referred to as
a
“Transfer”) any shares for a period of six (6) months from the closing date of
the stock purchase agreement. The selling shareholder further agrees to limit
the number of shares the Selling Shareholder can dispose of in any one (1)
month
period hereafter (“Leak-out”);
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Purchaser hereby agree as
follows:
1. The
Selling Stockholder agrees that for a period of six (6) months (the
“6-month
Lockup Period”)
from
the closing date of the stock purchase agreement, the Selling Shareholder will
not, without the prior written consent of the then current Board of Directors
of
the Company, directly or indirectly, offer for sale, sell assign, pledge, issue,
distribute, grant any option or enter into any contract for sale of or otherwise
dispose of (any such action being hereafter referred to as a “Transfer”) of any
shares owned. The selling stockholder agrees not to sell (the “12-month
Leak-out Period”)more
than 1/12
of
the
common stock shares of the Company in any one of the twelve (12), one (1) month
periods that hereinafter comprise the 12-month Leak-out Period or any other
securities of the Company.
2. In
furtherance of the foregoing, the Company and its transfer agent and registrar
are hereby authorized to decline to make any transfer of any security if such
transfer would constitute a violation or breach of this Agreement. The
provisions of this Agreement shall be binding on the undersigned and the
assigns, heirs, and personal representatives of the undersigned and shall be
for
the benefit of the Company and the Selling Shareholder.
IN
WITNESS WHEREOF,
this
Agreement has been duly executed by the legally authorized representatives
of
the undersigned on March 20.2007.
"Company"
XXXXXXXXXXXXXXX.XXX,
INC.
By: /s/
Xxxxx Xxxxxxxxx
___________________________,
President
"SELLING
SHAREHOLDER"
By:
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
