INVT InvestAmerica, Inc.
#000 - 0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, X.X. X0X 0X0 Xxxxxx Tel (604)
000-0000 Fax (000) 000-0000
Russells Systems Limited October 20, 2000
Suite 61, Grosvenor Close
Xxxxxxx Street
Nassau, New Providence
Bahamas
Dear Sirs:
Reference is made to our agreement of November 22, 1999 pursuant to which you
acquired preferred stock of INVT which is convertible into 54,040,165 common
shares of INVT (the "Shares").
This confirms that you have agreed that the following sale restrictions shall
apply during the 5 year period following November 22, 2000 (the "Lock-Up
Period"):
1. Unless specifically authorized in writing by the Board of Directors of
INVT (or an executive officer authorized by the Board) you shall not sell more
than the following number of Shares during the following specified intervals,
subject to the following rights of cumulation and early termination:
Year 1 - 3 of Lock-Up Period: .15% (ie. 81,060 Shares) per month
Year 4 - 5 of Lock-Up Period: .30% (ie. 162,120 Shares) per month
2. The above monthly rate of sale shall be cumulative for 6 months (ie.
Shares which become eligible for sale in any month may be sold during that month
or in any of the 5 months following). Any Shares which are not sold during such
6 month period may not be sold until expiry of the Lock-Up Period.
3. If during the Lock-Up Period INVT stock trades for $10 or more per share
for 60 consecutive days at an average volume of 250,000 shares per day or
greater, the above sale restrictions shall be terminated at the conclusion of
such 60 day period.
You agree that if you violate the terms of this agreement, INVT will be
entitled, without limitation, to obtain injunctive relief against you as well as
any other legal and equitable remedies available, and you will be liable for any
and all legal fees incurred by INVT in pursuing such remedies.
Please acknowledge your agreement to the foregoing terms by signing and
returning a copy of this letter.
Yours very truly,
INVESTAMERICA, INC. ACKNOWLEDGED AND AGREED by
Russells Systems Limited
By: /s/ signed By: /s/ signed
Xxxxxxx Xxxxx,
President and CEO
