Westcott Products Corporation Sandy, Utah 84093 American Registrar & Transfer Co. Salt Lake City, Utah 84110
Xxxxxxxx Products Corporation
0000 Xxxxx Xxxxxxx Xxx
Xxxxx, Xxxx 00000
American Registrar & Transfer Co.
000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
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Re: |
Registration Lock-up Agreement respecting certain shares of common stock of Xxxxxxxx Products Corporation, a Delaware corporation (the "Company"), and related instructions to American Registrar & Transfer Co ("TA") |
Dear Ladies and Gentlemen:
In furtherance of compliance with the Securities Act of 1933, as amended (the "Securities Act"), the General Rules and Regulations promulgated thereunder by the United States Securities and Exchange Commission (the "Commission") and the letter dated January 20, 2000, of Xxxxxxx X. Xxxxx, who was the Chief of the Commission's Office of Small Business, that was addressed to Xxx Worm, the Assistant Director of the OTC Compliance Unit of NASD (the "Xxxxx letter"), the undersigned person agrees as follows:
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(1) |
That the following stock certificate and the shares of common stock of the Company represented thereby shall not be publicly sold unless and until: (i) there is a Registration Statement filed with the Commission covering this stock certificate and the shares of common stock represented thereby, which has become effective; or (ii) the Commission provides a "no action" letter which indicates that registration prior to resale of this stock certificate and the shares of common stock represented thereby is not required under Section 5 of the Securities Act as there is an available exemption for the resale of these securities by the undersigned; or (iii) there is a finding by a United States District Court having original jurisdiction or a state court having concurrent jurisdiction regarding the Securities Act, to the effect that this stock certificate and the shares of common stock represented thereby can be resold by the undersigned or successors without registration under the Securities Act. |
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(2) |
The undersigned person agrees and does hereby advise Atlantica and TA that they are hereby authorized to place a restriction on the stock certificate referred herein below on its presentation, reflecting the terms and conditions of this Registration Agreement, and that Atlantica and TA |
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shall make appropriate notations in the transfer records maintained for and on behalf of the Company to the effect that the following stock certificate has "stop transfer" instructions until one of the foregoing conditions has been met.
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(3) |
The undersigned shall promptly courier to TA the following stock certificate for the imprinting of an appropriate legend reflecting this Registration Agreement. The stock certificate subject to this Registration Agreement is as follows: |
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Name and Address |
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Stock Certificate No. |
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Number of Shares |
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Xxxxx Xxxxxxx |
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200,000 |
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Xxxx Xxxxxxxx |
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200,000 |
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Xxxx Xxxxxxxx |
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200,000 |
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Date: ___________________ |
____________________________________ |
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Xxxxx Xxxxxxx |
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Date: ___________________ |
____________________________________ |
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Xxxx Xxxxxxxx |
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Date: ___________________ |
____________________________________ |
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Xxxx Xxxxxxxx |
