EXHIBIT 1.3
IMAGENETIX, INC.
00000 Xxxxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
September 17, 1999
Xxxxxxx Xxxxxxx, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Lock-Up Agreement
Gentlemen:
Each of the undersigned is currently a holder of shares ("Shares") of
Imagenetix, Inc., a Colorado corporation ("the Company"). In connection with
the company's pending public
offering ("Offering") of shares of common stock to be underwritten by you,
and for the sum of $10.00 and/or other good and valuable consideration paid
to each of the undersigned, receipt of which is hereby acknowledged, each of
the undersigned agrees that he will not sell, assign, pledge, hypothecate or
transfer any Shares held or to be held by him (whether such Shares are owned
by him directly or beneficially or in the name or for the benefit of any
member of his family) during a period of twenty-four (24) months from the
consummation of the Offering (the "restriction period"), unless you shall
expressly agree in advance to such disposition.
This lock-up agreement shall also apply to the future issuance, if any,
of the 30,000 shares of common stock reserved by the Company for issuance to
Xx. Xxxxxxx and the 45,000 shares of common stock reserved under the
Company's Stock Bonus Plan.
Notwithstanding the foregoing, any of the undersigned may make a
transfer of any Shares to one or more members of his immediate family,
provided that the transferee shall expressly agree to be bound by the
obligations of the undersigned pursuant to this agreement.
In the event of a material personal hardship affecting the health or
welfare of any one of the undersigned or the members of his immediate family,
the circumstances of which shall be substantiated to your reasonable
satisfaction, you agree that you will not unreasonably withhold your consent
to the sale of a small portion of the Shares held by the affected person upon
written request from such person specifying such hardship circumstances,
provided that such request shall not be initiated before eighteen (18) months
from the date of the commencement of the Offering.
/s/ Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
/s/ Dr. Xxxxxxx Xxxxxxx
/s/ Xx. Xxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxx
MOE & Associates, Inc.
By /s/ Xxx Xxxxxxxx
Its President
/s/ Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
/s/ Xxxxx Xxxxxx
/s/ Xxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
/s/ J. Xxxxx Xxxxxxxx
Agreed:
Xxxxxxx Xxxxxxx, Inc.
By
Its
