EXHIBIT 4.1
FORM LOCK-UP AGREEMENT
EnviroClean International Corporation
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: PROPOSED FILING OF FORM 10-SB BY ENVIROCLEAN INTERNATIONAL CORPORATION
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Dear Sirs:
The undersigned, a shareholder of EnviroClean International
Corporation, (the "Company"), understands that the Company proposes to file with
the Securities and Exchange Commission ("SEC") a Form 10-SB (the "Form 10-SB")
pursuant to the Securities Exchange Act of 1934, as amended with a view toward
becoming a full reporting Company under such statute, thus creating the
statutory foundation for the development of a public market for the Company's
common stock, par value $.001 per share (the "Common Stock"). In recognition of
the benefit that such a filing of a Form 10-SB will confer upon the undersigned
as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with the Company that, except for the "Allowable Transactions" defined
herein, during the period of twelve (12) months following the completion of one
year from the date that the Form 10-SB becomes "effective" pursuant to notice to
the Company by the SEC (the "Effective Date"), the undersigned will not, without
the prior written consent of the Company, directly or indirectly, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of hypothecate, or transfer any shares of the
Company's Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise (collectively
the "Lock-Up Provisions").
The Company's consent, however, is not required for the following
transfers ("Allowable Transactions"): (a) after the expiration of one year from
the Effective Date, 20% of the shares of Common Stock owned by the undersigned
will no longer be subject to the Lock-Up Provisions; (b) after the expiration of
90 days following the completion of one year from the Effective Date, 40% of the
shares of Common Stock owned by the undersigned will no longer be subject to the
Lock-Up Provisions; (c) after the expiration of 180 days following the
completion of one year from the Effective Date, 60% of the shares of Common
Stock owned by the undersigned will no longer be subject to the Lock-Up
Provisions; (d) after expiration of 270 days following the completion of one
year from the Effective Date, 80% of the shares of Common Stock owned by the
undersigned will no longer be subject to the Lock-Up Provisions; (e) after
expiration of two years from the Effective Date, 100% of the shares of Common
Stock owned by the undersigned will no longer be subject to the Lock-Up
Provisions, (f) a bona fide gift or gifts made by the undersigned, provided that
the donee of such shares of Common Stock or securities convertible into or
exchangeable or exercisable for any shares of Common Stock agree in writing to
be bound by the terms of this letter agreement prior to such gift; (g) a
distribution to partners or stockholders
of the undersigned (and to any direct or indirect partner or stockholder
thereof), provided that the ultimate distributees of such shares of Common
Stock or securities convertible into or exchangeable or exercisable for any
shares of Common Stock agree in writing to be bound by the terms of this
letter agreement prior to such distribution, or (h) transfers, without
consideration, of shares of Common Stock or securities convertible into or
exchangeable or exercisable for any shares of Common Stock to family members
or to one or more trusts established for the benefit of one or more family
members, provided that the transferee of such shares of Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
Common Stock agree in writing to be bound by the terms of this letter
agreement prior to such transfer.
Very truly yours,
Name:
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Title:
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Signature:
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EnviroClean International, Inc.
