July 2, 2008 ProMana Solutions, Inc. Suite 100 Parsippany, NJ 07054 Attention: Manu Kalia, Chief Executive Officer Dear Sir:
Exhibit
4.4
July 2,
2008
ProMana
Solutions, Inc.
00 Xxxxxx
Xxxx Xxxx
Xxxxx
000
Xxxxxxxxxx,
XX 00000
Attention: Xxxx
Xxxxx, Chief Executive Officer
Dear
Sir:
Reference
is made to the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) by and among ProMana Solutions, a Nevada corporation (the
“Company”), Crownbutte Wind Power, Inc., a North Dakota corporation
(“Crownbutte”), and Crownbutte Acquisition Sub Inc., a North Dakota corporation
and a wholly owned subsidiary of the Company (the “Transactions”). In
connection with the Merger Agreement, Crownbutte stockholders shall receive
shares of common stock, par value $0.001 per share, of the Company (the “Common
Stock”) in consideration for shares of Crownbutte held by them at the effective
time of the merger. In consideration of the Company and Crownbutte
entering into the Merger Agreement, the undersigned hereby agrees as
follows:
1. The
undersigned hereby covenants and agrees, except as provided herein, not to (a)
offer, sell, contract to sell, grant any option to
purchase, hypothecate, pledge or otherwise dispose of or (b) transfer title to (a “Prohibited Sale”)
any of the shares of Common Stock (the “Acquired Shares”) acquired by the
undersigned pursuant to or in connection with the Merger Agreement, during the
period commencing on the “Closing Date” (as defined in the Merger Agreement) and
ending on the 12-month anniversary of the Closing Date (the “Lockup Period”),
without the prior written consent of the Company. Notwithstanding the
foregoing, the undersigned shall be permitted from time to time during the
Lockup Period, without the prior written consent of the Company, as applicable,
(i) to engage in transactions in connection with the undersigned’s participation
in the Company’s stock option plans, (ii) to transfer all or any part of the
Acquired Shares to any family member, for estate planning purposes, or to an affiliate thereof (as such term is
defined in Rule 405 under the Securities Exchange Act of 1934, as amended),
provided that such transferee agrees in writing
with the Company to be bound hereby, or
(iii) to participate in any
transaction in which holders of the Common Stock of the Company participate or
have the opportunity to participate pro rata, including, without limitation, a
merger, consolidation or binding share exchange involving the Company, a
disposition of the Common Stock in connection with the exercise of any rights,
warrants or other securities distributed to the Company’s stockholders, or a
tender or exchange offer for the Common Stock, and no transaction contemplated
by the foregoing clauses (i), (ii) or (iii) shall be deemed a Prohibited Sale
for purposes of this Letter Agreement.
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2. This
Letter Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to principles of conflicts or
choice of laws thereof.
3. This
Letter Agreement will become a binding agreement among the undersigned as of the
Closing Date. In the event that no closing occurs under the Merger
Agreement, this Letter Agreement shall be null and void. This Letter
Agreement (and the agreements reflected herein) may be terminated by the mutual
agreement of the Company and the undersigned, and if not sooner terminated, will
terminate upon the expiration date of the Lockup Period. This Letter
Agreement may be duly executed by facsimile and in any number of counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed to constitute one and the same instrument. Signature pages
from separate identical counterparts may be combined with the same effect as if
the parties signing such signature page had signed the same
counterpart. This Letter Agreement may be modified or waived only by
a separate writing signed by each of the parties hereto expressly so modifying
or waiving such agreement.
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Very
truly yours,
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Print
Name:
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Address:
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Number of shares of Common Stock owned:
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Certificate Numbers:
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[Company
signature on the following page]
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Accepted
and Agreed to:
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ProMana
Solutions, Inc.
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By:
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Xxxx
Xxxxx, Chief Executive
Officer
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