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EXHIBIT 4.5
AGREEMENT TO LOCK UP
THIS AGREEMENT TO LOCK UP, DATED MAY 19, 1999 (HEREINAFTER REFERRED TO AS
THE "AGREEMENT"), IS MADE BY AND BETWEEN XXXXXXX XXXXXXXX (HEREINAFTER REFERRED
TO AS "SHAREHOLDER"), AND EBI SECURITIES AND THE X.X. XXXXXX GROUP, LLC.,
(HEREINAFTER REFERRED TO AS THE "PLACEMENT AGENTS".)
RECITALS
A. The Placement Agents are endeavoring to provide private placement financing
for Halo Holdings of Nevada, Inc (the "Company").
B. Shareholder believes that the Agreement is necessary to ensure that the
financing takes place.
IN CONSIDERATION of the mutual benefits to be derived by the parties hereunder,
the promises contained herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged by each party, the parties hereby
agree and covenant as follows:
SECTION I OWNERSHIP OF SHARES
a.) Shareholder is the beneficial owner of those shares of common stock of the
Company (hereinafter referred to as the "Common Stock") as is set forth
below:
Shareholder Shares
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Xxxxxxx Xxxxxxxx 350,000
b.) Shareholder further covenants and agrees that he/she is the beneficial owner
of the Common Stock as set forth above, and that other than this Agreement,
his/her ownership of the Common Stock is not subject to any liens,
encumbrances, options, agreements to sell or other obligation which would
impair his ownership of the Common Stock as set forth above.
SECTION II AGREEMENT TO LOCKUP
Shareholder hereby agrees not to offer, sell or contract to sell, encumber or
otherwise dispose of, directly or indirectly (including short sales, sales
against the tax and/or other hedging to derivative transactions) or announce an
offering of, any Common Stock beneficially owned by the shareholder until twelve
months from the closing of the June 1999 Private Placement.
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SECTION III INVOLUNTARY TRANSFERS
In the event of any sale, transfer, or disposition of any Common Stock contrary
to this Agreement in any manner, whether voluntary or involuntary, including but
not limited to, sale, transfer or disposition under judicial order, legal
process, attachment, enforcement of a pledge, trust, or encumbrance, or sale
under any of them, the purchaser or one to whom the stock passes or is disposed
of shall offer in writing to sell to the Company all of such stock, within 10
days after such sale, transfer, or disposition, provided however, that the
purchase price of such Common Stock shall be the lesser of the price paid by the
offeror or the current fair market value of the Common Stock, which shall be
equal to the average closing bid price of the Common Stock on the OTC Bulletin
Board or such other National Market on which the shares of the Company's common
stock is traded during the twenty (20) business days preceding the date the
Common Stock was sold or otherwise transferred.
SECTION IV TRANSFER IN VIOLATION OF AGREEMENT
Any sale, transfer, disposition, or encumbrance of any Common Stock subject to
this Agreement made in violation to the terms and conditions of this Agreement
shall be absolutely null and void, and the Common Stock shall not be transferred
or recognized by the Company.
SECTION V STOCK CERTIFICATE LEGEND
Shareholder agrees that he/she will hold his Common Stock subject to the terms
of this Agreement, and will not sell, transfer, pledge, assign, encumbrance, or
otherwise dispose of its Common Stock in any manner except as provided by the
terms of this Agreement. Each shareholder agrees that the certificates
representing the Common Stock owned by each Shareholder will be endorsed with
the following legend:
"SALE, TRANSFER, PLEDGE, ASSIGNMENT, OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF AN AGREEMENT TO
LOCKUP DATED MAY 19, 1999, WHICH MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE
COMPANY."
SECTION VI TERMINATION
This Agreement shall terminate on the earlier of:
(a) The date indicated in Section II or,
(b) Agreement of the placement agents.
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SECTION VII REMEDIES
In the event of a breach or threatened breach of this Agreement by shareholder
or those acting on Shareholder's behalf, Shareholder agrees that the Company
will not have adequate remedy at law and will be entitled to equitable relief,
including an injunction in respect of such breach or threatened breach. The
election by the Company to seek equitable remedies shall not prohibit the
Company from also pursuing any other available remedies, whether legal or
equitable in nature, against the breaching Shareholder.
SECTION VIII ARBITRATION
Any dispute arising out of or relating to this Agreement, or the breach thereof
shall be submitted to final and binding arbitration before the American
Arbitration Association in accordance with its rules and regulations. Nothing in
this Section VIII, however, shall prohibit the Company from seeking equitable
relief in a court of competent jurisdiction pursuant to Section VII of this
Agreement, nor shall such action by the Company operate as a waiver of its right
to compel binding arbitration of a dispute arising out of or relating to this
agreement, or a breach thereof.
SECTION IX GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
SECTION X BINDING OF SUCCESSORS
This Agreement is binding on the Shareholders, the Heirs, Executors,
Administrators, Successors, and Assigns.
SECTION XI COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original, but each of which shall constitute one and the same
document.
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SECTION XII ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties.
AGREED AND ACCEPTED ON THE DATE FIRST WRITTEN ABOVE BY:
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
The X.X. Xxxxxx Group, LLC.
By:
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Xxx Xxxxxx
EBI Securities Inc.
By:
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