EXHIBIT 10.2
April 3, 2005
Xxx Xxxxxxx
Xxxxx Xxxxxxx
Re: Share Transfer Restrictions
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Dear Xxx and Xxxxx:
The purpose of this letter is to set forth our agreement with respect
to the transfer by you of shares of the Common Stock, par value $.001 per share
(the "Shares"), of PivX Solutions, Inc. (the "Company") that you currently own.
In consideration of the terms of an amendment to a promissory note and revolving
loan agreement with the Company, and entering into a stock purchase agreement
with the Lotus Fund, Inc., the undersigned hereby agrees that, for the period of
six months beginning on May 15, 2005 (the "Lock-Up Period") described below,
each of them will not offer, sell, contract to sell, pledge, grant or otherwise
dispose of more than 20,000 Shares respectively in any one month period. The
foregoing restriction is expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to, or reasonably
expected to lead to, or result in, a sale or disposition of the Shares even if
such Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any of the Shares or with
respect to any security that includes, relates to, or derives any significant
part of its value from the Shares.
Notwithstanding the foregoing restrictions on transfer, the undersigned
may, at any time and from time to time during the Lock-Up Period, transfer the
Shares (i) as bona fide gifts or transfers by will or intestacy, (ii) to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that any such transfer shall not involve a
disposition for value, (iii) to a partnership which is the general partner of a
partnership of which the undersigned is a general partner, provided, that, in
the case of any gift or transfer described in clauses (i), (ii) or (iii), each
donee or transferee agrees in writing to be bound by the terms and conditions
contained herein in the same manner as such terms and conditions apply to the
undersigned. For purposes hereof, "immediate family" means any relationship by
blood, marriage or adoption, not more remote than first cousin.
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By signing this letter and accepting the grant of options referred to
herein, the undersigned acknowledges that he is legally bound by the terms of
this letter.
Very truly yours,
Xxxxx Xxxxx
General Counsel and Secretary
PivX Solutions, Inc.
Accepted and agreed:
______________________
Xxx Xxxxxxx
______________________
Xxxxx Xxxxxxx
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