LOCK-UP AGREEMENT
November
29, 2007
Gentlemen:
The
undersigned is a director and/or beneficial owner of shares of common stock,
par
value $0.0001 per share (“Common
Stock”),
of
Surfect Holdings, Inc., a Delaware corporation (the “Company”).
The
undersigned understands that the Company will offer up to $3 million of its
shares of Common Stock to accredited investors in a private placement offering
at $0.04 per share (the “Funding
Transaction”).
The
undersigned also understands that Westminster Securities Corporation has acted
as placement agent with respect to the Funding Transaction (the “Placement
Agent”).
The
undersigned understands that the Company and the Placement Agent will proceed
with the Funding Transaction in reliance on this Agreement.
In
recognition of the benefit that the Funding Transaction will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees, for the
benefit of the Company, the Placement Agent and each investor in the Funding
Transaction, that, during the period beginning on the closing of the Funding
Transaction (the “Closing
Date”)
and
ending eighteen (18) months after the Closing Date, the undersigned will not,
without the prior written consent of the Placement Agent, directly or
indirectly, offer, sell, contract to sell, grant any option to purchase,
hypothecate, pledge, or otherwise dispose of or transfer title to any Common
Stock held by him or it.
In
furtherance of the foregoing, the Company and the Company’s transfer agent are
hereby authorized to decline to make any transfer of any Common Stock if such
transfer would constitute a violation or breach of this Agreement.
Notwithstanding
the foregoing, the undersigned (and any transferee of the undersigned) may
transfer any Common Stock (i) as a bona fide gift or gifts, provided that prior
to such transfer the donee or donees thereof agree in writing to be bound by
the
restrictions set forth herein, (ii) to any trust, partnership, corporation
or other entity formed for the direct or indirect benefit of the undersigned
or
the immediate family of the undersigned, provided that prior to such transfer
a
duly authorized officer, representative or trustee of such transferee agrees
in
writing to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, (iii) to
non-profit organizations qualified as charitable organizations under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) if such
transfer occurs by operation of law, such as rules of descent and distribution,
statutes governing the effects of a merger or a qualified domestic order,
provided that prior to such transfer the transferee executes an agreement
stating that the transferee is receiving and holding Common Stock subject to
the
provisions of this Agreement. For purposes hereof, “immediate family” shall mean
any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, the foregoing shall not prohibit privately negotiated
transactions, provided the transferees agree, in writing, to be bound to the
terms of the lock-up agreements for the balance of the lock-up
period.
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this agreement and that, upon request, the
undersigned will execute any additional documents necessary or desirable in
connection with the enforcement hereof. Any obligations of the undersigned
shall
be binding upon the heirs, personal representatives, successors and assigns
of
the undersigned.
This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of New York without regard to the principles of conflicts
of
laws.
This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same instrument.
Very
truly yours,
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ITU
Ventures West I, L.P.
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By:
/s/ Xxxxx
Xxxxxx
Name: Xxxxx Xxxxxx
Title: Manager
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/s/
Xxxxx
Xxxxxx
Xxxxx Xxxxxx
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/s/
Xxxx
Xxxxxxxxxx
Xxxx Xxxxxxxxxx
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Date:
November 29, 2007
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