EXHIBIT H
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").
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.
