STOCKHOLDER LOCK-UP AGREEMENT
Exhibit
10.19
This
Stockholder Lock-Up Agreement (the “Agreement”)
is
made effective as of the 31st
day of
March, 2006, by and among Trulite, Inc., a Delaware corporation (the
“Company”),
and
the holders of shares of the Company’s common stock (“Common
Stock”)
listed
on Schedule “A” hereto
(each, a “Stockholder”
and
collectively, the “Stockholders”).
R
E C
I T A L S
WHEREAS,
the Company and the Stockholders anticipate raising additional equity
investments in the Company in the future; and
WHEREAS,
in order to induce future investors in the Company (“Investors”)
to
invest funds in the Company, the Stockholders and the Company hereby agree
that
this Agreement shall govern the rights of the Stockholders to enter into
transactions with respect to the equity securities of the Company as set forth
herein.
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereto further agree as follows:
T
E R
M S
1. Lock-Up
Agreement.
a. Each
Stockholder hereby agrees that it will not, without the prior written consent
of
the Company or the managing underwriter, if any, during the period commencing
on
the date of the final prospectus relating to a public offering of the Company’s
equity securities and ending on the date specified by the Company or the
managing underwriter, if any, (i) lend, 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 to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares or any such securities are then owned by the Stockholder
or
are thereafter acquired), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of Common Stock or
other securities, in cash or otherwise. The underwriters, if any, in connection
with any such offering of the Company’s equity securities and the Investors are
intended third-party beneficiaries of this Section 1 and shall have the
right, power and authority to enforce the provisions hereof as though they
were
a party hereto. Each Stockholder further agrees to execute such agreements
as
may be reasonably requested by the Company or such underwriters, if any, that
are consistent with this Section 1 or that are necessary to give further effect
thereto.
b. In
order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Common Stock of each Stockholder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.
c. Each
Stockholder agrees that a legend reading substantially as follows shall be
placed on all certificates representing all equity securities of each
Stockholder:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD
AFTER
THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT,
AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL
HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S
PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE
SHARES.”
2. Miscellaneous.
a. Successors
and Assigns. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties (including transferees of
any
shares of Common Stock). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
b. Choice
of Law, Venue and Forum. This Agreement, the entire relationship of the
parties hereto, and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in
accordance with, and interpreted pursuant to the laws of the State of Texas,
without giving effect to its choice of laws principles. Exclusive venue for
any
litigation between the parties hereto shall be in Xxxxxx County, Texas, and
shall be brought in the State District Courts of Xxxxxx County, Texas, or in
the
United States District Court for the Southern District of Texas, Houston
Division. The parties hereto waive any challenge to personal jurisdiction or
venue (including without limitation a challenge based on inconvenience) in
Xxxxxx County, Texas, and specifically consent to the jurisdiction of the State
District Courts of Xxxxxx County and the United States District Court for the
Southern District of Texas, Houston Division.
c. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
d. Titles
and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting
this
Agreement.
e. Notices.
All notices and other communications given or made pursuant hereto shall be
in
writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified, (ii) when sent by confirmed electronic mail or
facsimile if sent during normal business hours of the recipient; if not, then
on
the next business day, (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt.
All
communications shall be sent to the respective parties at the addresses set
forth in the record books of the Company (or at such other addresses as shall
be
specified by notice given in accordance with this
Section 2(e)).
f. Entire
Agreement; Amendments and Waivers. This Agreement (including the Exhibits
hereto, if any) constitutes the full and entire understanding and agreement
among the parties with regard to the subjects hereof and thereof. Any term
of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company
and
all of the Stockholders.
g. Severability.
If one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and
the
balance of the Agreement shall be interpreted as if such provision(s) were
so
excluded and shall be enforceable in accordance with its terms.
h. Additional
Stockholders. Notwithstanding anything to the contrary contained herein, no
consent shall be necessary to add additional Stockholders as signatories to
this
Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Stockholder Lock-Up Agreement
effective as of the date first above written.
| COMPANY: | ||
|
Trulite,
Inc.
(a
Delaware corporation)
|
||
| |
By:
|
 |
|
Xxxx Xxxxxxx, President |
||
| Address: |
Xxxxx
Xxxxxxxx
Xxxxx
0000
Xxxxxxx,
Xxxxx 00000-0000
|
| STOCKHOLDER: | ||
| |
Contango
Capital Partners, L.P.
(a Delaware limited partnership)
|
|
| By: |
CONTANGO
CAPITAL PARTNERSHIP
MANAGEMENT, L.P.
(a
Delaware limited liability company)
Its
General Partner
|
|
| By: |
 |
|
|
Xxxxxxx
X Xxxxxx, Manager
|
||
| Address: |
Three
RiverwaySuite
1700
Houston,
Texas
77056-1948
|
SCHEDULE
“A”
HOLDERS
OF COMMON STOCK OF COMPANY
Contango
Capital Partners, L.P
Xxxxx
Xxxxx Xxxxxxxxx
Xxxx
X.
Xxxx
Xxxxxx
Xxxxxxx
