Exhibit 10.8
LOCKUP AGREEMENT
The undersigned understands that Money Flow Systems International Inc. (the
"Corporation") intends to complete a financing (a "Financing") as directed by
the board of directors of the Corporation (the "Board"), which Financing may be
effected by way of a public offering of the Corporation's securities, an
arm's-length private placement of the Corporation's securities to one or more
third parties in one or more tranches or, such other manner as may be directed
by the Board, within one year from the date that the Corporation's common shares
become listed and posted for trading on a stock exchange, bulletin board or
trading system (the "Listing Date").
For the sum of $1.00 and other good and valuable consideration, Xxxx X. Xxxxxxx,
(the "Securityholder") (the receipt and sufficiency of which is hereby
acknowledged), represents, warrants and agrees as follows:
1. The Securityholder represents that he has full power and authority to execute
and deliver this document and perform, his obligations hereunder and that he is
the beneficial owner of such number of common shares of the Corporation set
opposite his respective name (collectively, the "Lockup Shares") as listed
below:
Xxxx X. Xxxxxxx 611,000
2. The Securityholder irrevocably covenants and agrees not to sell, assign,
convey, transfer, encumber or otherwise dispose of their Lockup Shares (as
provided in paragraph 1 herein), until the earlier of (i) completion of a
Financing (as contemplated herein); and (ii) one year from the Listing Date; and
3. The Securityholder covenants not to delay, hinder, upset or challenge the
matters contemplated herein.
This Lock-Up Agreement will terminate upon the earlier of (i) completion of a
Financing as contemplated herein; and (ii) one year from the Listing Date.
Dated at Calgary, Alberta this ___ day of December, 2001.
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Witness Xxxx X. Xxxxxxx
