EXHIBIT 10.4
LOCK-UP/LEAK-OUT AGREEMENT
THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into
as of the 11th day of July, 2005, by and among Xxxxx Xxxxxxxx ("Wretsell"),
Xxxxxxx Xxxxxxxxx ("Karpheden"), Xx. Xxxxx Xxxx Xxx ("Xxx") and iCurie, Inc.
(the "Company"). Wretsell, Karpheden and Xxx are sometimes collectively referred
to herein as the "Executive Shareholders" and each, an "Executive Shareholder"),
as the shareholders of record of certain shares of common stock, $.001 par value
per share (the "Common Stock"), of the Company.
RECITALS:
WHEREAS, each of the Executive Shareholders are and in the future will be
owners of Common Stock of the Company (such shares owned or to be owned by the
Executive Shareholders, the "Shares"); and
WHEREAS, in order to facilitate the consummation of certain transactions
consummated as of the date hereof, the undersigned desire to enter into this
Agreement and restrict the sale, assignment, transfer, conveyance, hypothecation
or alienation of the Shares, 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. Notwithstanding anything contained in this Agreement, an Executive
Shareholder may transfer his shares of Common Stock to his spouses or lineal
descendants for estate planning purposes provided that the transferee (or the
legal representative of the transferee) executes an agreement to be bound by all
of the terms of this Agreement.
2. Each Executive Shareholder shall be allowed to sell 1/12 of his Shares
held per month; provided, however, that in the event any Executive Shareholder
does not sell its full 1/12 during any monthly period, such Executive
Shareholder may sell such Shares at any time thereafter.
3. This Agreement shall terminate on the one year anniversary of this
Agreement and thereafter all provisions contained herein shall cease and be of
no further force or effect.
4. Notwithstanding anything to the contrary set forth herein, the Company
may, at any time and from time to time, waive in writing any of the conditions
or restrictions contained herein.
5. In the event of a tender offer to purchase all or substantially all of
the Company's issued and outstanding securities, or a merger, consolidation or
other reorganization with or into an unaffiliated entity, this Agreement shall
terminate and the Shares restricted pursuant hereto shall be released from such
restrictions if the requisite number of the record and beneficial owners of the
Company's securities then outstanding are voted in favor of such tender offer,
merger, consolidation or reorganization.
6. Except as otherwise provided in this Agreement, the Executive
Shareholders shall be entitled to their respective beneficial rights of
ownership of the Shares, including the right to vote the Shares for any and all
purposes.
7. The Shares and per share price restrictions covered by this Agreement
shall be appropriately adjusted should the Company make a dividend or
distribution, undergo a split or a reverse split or otherwise reclassify, its
shares of Common Stock.
8. 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.
9. 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 at the addresses set forth
above. 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.
10. 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.
[SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as of the day and year first above written.
ICURIE INC. /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
By: /s/ Xxxxx Xxxxxxxx /s/ Jeong Xxxx Xxx
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Name: X. Xxxxxxxx Xx. Xxxxx-Xxxx Xxx, Ph.D.
Its: CEO
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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