Exhibit 99.2
LOCK-UP/LEAK-OUT AGREEMENT
THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and
entered into as of the 25th day of January, 2005, between Gulf & Orient
Steamship Company Ltd., a Colorado corporation ("Gulf & Orient"), and Xxxxxxx
X. Xxxxxxxxxx, Esq., sometimes referred to herein as the "Shareholder." For
all purposes of this Agreement, "Shareholder" includes any "affiliate,
controlling person of Shareholder, agent, representative or other person with
whom Shareholder is acting in concert with.
WHEREAS, Gulf & Orient presently has no operations and will have
no operations until it completes an acquisition, reorganization or merger with
an operating company (the "Reorganization Transaction"); and
WHEREAS, in order to facilitate the consummation of any
transactions contemplated by any Reorganization Transaction and to protect the
Company, the Shareholder has agreed to enter into this Agreement and to
restrict the public sale, assignment, transfer, conveyance, hypothecation or
alienation of the common stock of Gulf & Orient (the "Common Stock"), all on
the terms set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Except as otherwise expressly provided herein, and except as
the Shareholder may be otherwise restricted from selling shares of Common
Stock, the Shareholder may only publicly sell Common Stock subject to the
following conditions commencing on the execution and delivery of this
Agreement and for the twelve (12) month period from the Closing of any
Reorganization Transaction (the "Lock-Up/Leak-Out Period"):
1.1 The Shareholder shall be allowed to sell 1/12th of such
Shareholder's shares of Common Stock per month during the
Lock-Up/Leak-Out Period, on a non-cumulative basis, meaning
that if no Common Stock was sold during one month while
Common Stock was qualified to be sold, such shares of Common
Stock could not be sold in the next successive month.
1.2 Except as otherwise provided herein, all Common Stock shall
be only sold in "broker's transactions" and the Shareholder
must comply with the "manner of sale" requirements as those
terms are defined in Rule 144 of the Securities and Exchange
Commission during the Lock-Up/Leak-Out Period.
1.3 An appropriate legend describing this Agreement shall be
imprinted on each stock certificate representing Common
Stock covered hereby, and the transfer records of Gulf &
Orient's transfer agent shall reflect such appropriate
restrictions.
1.4 The Shareholder agrees that he will not engage in any short
selling of the Common Stock during the Lock-Up/Leak-Out
Period.
1.5 During the Lock-Up/Leak/Out Period, Gulf & Orient shall
maintain its "reporting" status with the Securities and
Exchange Commission; file all reports that are required to
be filed by it during such period; and use its "best
efforts" to ensure that the Common Stock is continually
quoted for public trading on a nationally recognized medium
of no less significance than the OTC Electronic Bulletin
Board of the National Association of Securities Dealers,
Inc. (the "NASD"), the NASDAQ Small Cap or a recognized
national stock exchange.
1.6 During the Lock-Up/Leak-Out Period, the Shareholder will be
required to submit a legal opinion to the Company with any
requested transfer hereunder to the effect that any monthly
sale is being made in compliance with this Agreement.
2. The delivery of a duly executed copy of the Broker/Dealer
Agreement by the selling Shareholder's broker and a duly executed Seller's
Resale Agreement by the selling Shareholder in the forms attached hereto shall
be satisfactory evidence for all purposes of this Agreement that such selling
Shareholder and its broker will comply with the "broker's transactions" and
"manner of sale" requirements of this Agreement, and no further evidence
thereof will be required of the selling Shareholder; provided, however, Gulf &
Orient may confirm such compliance with the Shareholder and the selling
Shareholder's broker, to the extent that it deems reasonably required or
necessary to assure compliance with this Agreement.
3. Notwithstanding anything to the contrary set forth herein,
Gulf & Orient may, in its sole discretion and in good faith, at any time and
from time to time, waive any of the conditions or restrictions contained
herein to increase the liquidity of the Common Stock or if such waiver would
otherwise be in the best interests of the development of the trading market
for the Common Stock.
4. Other than the contemplated Reorganization Transaction or
any merger with a subsidiary, in the event of: (a) a completed tender offer
to purchase all or substantially all of Gulf & Orient's issued and outstanding
securities; or (b) a merger, consolidation or other reorganization of Gulf &
Orient with or into an unaffiliated entity, then this Agreement shall
terminate as of the closing of such event and the Common Stock restricted
pursuant hereto shall be released from such restrictions.
5. Except as otherwise provided in this Agreement or any other
agreements between the parties, the Shareholder shall be entitled to his
respective beneficial rights of ownership of the Common Stock, including the
right to vote the Common Stock for any and all purposes.
6. The number of shares of Common Stock included in any monthly
allotment that can be sold by the Shareholder shall be appropriately adjusted
should Gulf & Orient make a dividend or distribution, undergo a forward split
or a reverse split or otherwise reclassify its shares of Common Stock.
7. This Agreement may be executed in any number of counterparts
with the same force and effect as if all parties had executed the same
document.
8. All notices, instructions or other communications required
or permitted to be given pursuant to this Agreement shall be given in writing
and delivered by certified mail, return receipt requested, overnight delivery
or hand-delivered to all parties to this Agreement, to Gulf & Orient, at 000
Xxxxx Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000. All notices shall be deemed
to be given on the same day if delivered by hand or on the following business
day if sent by overnight delivery or the second business day following the
date of mailing.
9. The resale restrictions on the Common Stock set forth in
this Agreement shall be in addition to all other restrictions on transfer
imposed by applicable United States and state securities laws, rules and
regulations.
10. Gulf & Orient or the Shareholder who fails to fully adhere
to the terms and conditions of this Agreement shall be liable to every other
party for any damages suffered by any party by reason of any such breach of
the terms and conditions hereof. The Shareholder agrees that in the event of
a breach of any of the terms and conditions of this Agreement by the
Shareholder, that in addition to all other remedies that may be available in
law or in equity to the non-defaulting parties, a preliminary and permanent
injunction, without bond or surety, and an order of a court requiring the
defaulting Shareholder to cease and desist from violating the terms and
conditions of this Agreement and specifically requiring the Shareholder to
perform his obligations hereunder is fair and reasonable by reason of the
inability of the parties to this Agreement to presently determine the type,
extent or amount of damages that Gulf & Orient or the non-defaulting
Shareholder may suffer as a result of any breach or continuation thereof.
11. This Agreement sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof, and may not be
amended except by a written instrument executed by the parties hereto.
12. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah applicable to contracts entered
into and to be performed wholly within said State; and Gulf & Orient and the
Shareholder agree that any action based upon this Agreement may be brought in
the United States and state courts of Utah only, and the Shareholder submits
himself to the jurisdiction of such courts for all purposes hereunder.
13. In the event of default hereunder, the non-defaulting
parties shall be entitled to recover reasonable attorney's fees incurred in
the enforcement of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Agreement as of the day and year first above written.
GULF & ORIENT STEAMSHIP COMPANY LTD.
Date: 1/25/05. By/s/Xxxxxxx Xxxxxxxx
Its President
SHAREHOLDER
Date: 1/25/05. /s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
Broker/Dealer Agreement
Gulf & Orient Steamship Company Ltd.
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
OTC Stock Transfer
Attn: Xxxxxxx Xxxxxxx
000 Xxxx 0000 Xxxxx, #X
Xxxx Xxxx Xxxx, XX 00000
Re: Resale restriction of certain shares of common stock
of Gulf & Orient Steamship Company Ltd., a Colorado
corporation ("Gulf & Orient" or the "Company")
Dear Ladies and Gentlemen:
The undersigned broker hereby acknowledges receipt of stock
certificates representing ________________ shares of common stock of the
Company that are owned by ______________________________________________ (the
"Customer").
In consideration of transferring these securities free of any
legend or other notation respecting the resale of these securities so that the
undersigned broker can effect a sale of such shares (a "Company Approved
Sale"), the undersigned broker agrees:
(i) That all sales of these securities or any other securities
of Gulf & Orient on deposit in the accounts of the Customer
will be made in "broker's transactions" only as that term is
defined in Rule 144 of the Securities and Exchange
Commission until _____________, 200_ (the "Resale
Restriction Period");
(ii) That there will be no legend removal or DTC's of any
securities of the Customer prior to a Company Approved Sale
during the "Resale Restrictions Period";
(iii) That if any of the securities of the Company are ordered out
by the Customer for delivery prior to the expiration of the
Resale Restriction Period, that instructions will be given
to the Company's transfer agent to re-issue the stock
certificates for the Customer with the appropriate
restriction or restrictions as are outlined in the Letter
Agreement of the Customer, and to the effect that such
securities can only be sold in "broker's transactions."
The undersigned broker further agrees that we will provide you
with reasonable documentation on your request to verify our compliance with
this Letter Agreement.
Very truly yours,
_____________________________________
Broker/Dealer
_____________________________________
Address
_____________________________________
City, State, Zip
Date: ______________________ By___________________________________
Its___________________________________
Seller's Resale Agreement
Gulf & Orient Steamship Company Ltd.
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
OTC Stock Transfer
Attn: Xxxxxxx Xxxxxxx
000 Xxxx 0000 Xxxxx, #X
Xxxx Xxxx Xxxx, XX 00000
Re: Resale restriction of certain shares of common stock
of Gulf & Orient Steamship Company Ltd., a Colorado
corporation ("Gulf & Orient" or the "Company")
Dear Ladies and Gentlemen:
The undersigned agrees to effect all sales of shares of common
stock of Stock Certificate No. ______________ representing _______________
shares of common stock of Gulf & Orient in accordance with the "manner of
sale" requirements of Rule 144 as outlined in Schedule 1 hereto until on or
before ______________, 200_.
DATED this ________ day of _____________________, 200__.
Very truly yours,
_____________________________________
Date: ______________________ By___________________________________
Its___________________________________
_____________________________________
Address
_____________________________________
City, State, Zip
SCHEDULE 1
SELLER'S REQUIREMENTS IN "BROKERS' TRANSACTIONS"
RULE 144 "MANNER OF SALE" REQUIREMENTS
The securities shall be sold in "brokers' transactions" within the
meaning of Section 4(4) of the Securities Act or in transactions directly with
a "market maker," as that term is defined in Section 3(a)(38) of the
Securities Exchange Act of 1934, and the person selling the securities shall
not (1) solicit or arrange for the solicitation of orders to buy the
securities in anticipation of or in connection with such transaction, or (2)
make any payment in connection with the offer or sale of the securities to any
person other than the broker who executes the order to sell the securities.
