LOCK-UP AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 15th day of January,
2001, between the undersigned (the "Undersigned") and Vizacom Inc., a Delaware
corporation (the "Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which consideration are hereby acknowledged, the Undersigned agrees
as follows:
1. BACKGROUND. The Undersigned acknowledges that the Company has required,
and the Undersigned has agreed, to refrain from selling certain quantities of
securities of the Company for a period of six (6) months following the execution
and delivery of the consulting agreement ("Consulting Agreement"), dated the
date hereof, between the Company and the Undersigned. To induce the Company to
proceed with such Consulting Agreement, the Undersigned has entered into this
Agreement.
2. RESTRICTION. The Undersigned hereby agrees that from the date hereof to
and including the date six (6) months hereafter, the Undersigned will not
directly or indirectly issue, offer to sell, grant an option for the sale of,
assign, transfer, pledge, hypothecate or otherwise encumber or dispose of the
100,000 shares of common stock, par value $.001 per share, of the Company (the
"Common Stock") issued to the Undersigned pursuant to the Consulting Agreement
and represented by certificate no. _____________ without the prior written
consent of the President of the Company. The Undersigned further agrees that the
Company is authorized to place "stop orders" on its books to prevent any
transfer of such securities of the Company by the Undersigned in violation of
this Agreement. Notwithstanding the foregoing, in the event the Company fails to
file any report or reports on a timely basis with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as
amended, and such failure results in the Company losing its eligibility to file
registration statements on Form S-3 for a period of at least thirty (30)
consecutive days, the restrictions contained herein shall be terminated.
3. RELIANCE BY THE COMPANY, UNDERWRITERS AND OTHER STOCKHOLDERS. The
Undersigned acknowledges that the Company is relying upon the agreements of the
Undersigned contained herein, and that the failure of the Undersigned to perform
the agreements contained herein could have a detrimental effect upon any
proposed offering. Accordingly, the Undersigned understands and agrees that the
Undersigned's agreements herein are irrevocable.
4. ARBITRATION. Any dispute arising between the parties under this
Agreement, including but not limited to those pertaining to the formation,
validity, interpretation, effect or alleged breach of this Agreement, will be
submitted for binding arbitration to the American Arbitration Association in New
York, New York before a panel of three arbitrators, provided the Undersigned
shall be entitled to select one arbitrator, the Company shall be entitled to
select one arbitrator and the third arbitrator shall be
selected by mutual agreement of the parties, provided, further, if the
parties cannot agree on the third arbitrator, such arbitrator shall be selected
by the other two arbitrators. Each party shall pay the fees of their respective
attorneys, the expenses of their witnesses and any other expenses connected with
presenting their claim. Other costs of the arbitration, including the fees of
the arbitrator, cost of any record or transcript of the arbitration,
administrative fees, and other fees and costs shall be borne equally by the
parties.
5. MISCELLANEOUS.
(a) At any time, and from time to time, after the signing of this
Agreement, the Undersigned will execute such additional instruments and take
such action as may be reasonably requested by the Company to carry out the
intent and purposes of this Agreement.
(b) This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, except to the extent that the
securities laws of the State in which the Undersigned resides and federal
securities laws may apply.
(c) This Agreement contains the entire agreement of the Undersigned
with respect to the subject matter hereof.
(d) This Agreement shall be binding upon the Undersigned, his legal
representatives, successors and assigns.
2
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Agreement as of the day and year first above written.
SOS RESOURCE SERVICES, INC.
By: /s/ Xxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxx
Title: President
VIZACOM INC.
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: CFO
3
