EXHIBIT K
LOCK-UP AGREEMENT
August 20, 2004
Sunrise Securities Corporation,
as Placement Agent
The Buyers as set forth in
Schedule A hereto
Re: Dendo Global Corp.
Ladies and Gentlemen:
The undersigned understands that certain Buyers (as therein defined) have
entered into a Securities Purchase Agreement (the "PURCHASE AGREEMENT"), dated
as of August __, 2004, with Dendo Global Corp., a Nevada corporation (to be
renamed TechAlt, Inc.) (the "COMPANY") providing for the sale (the "SALE") by
the Company of certain Preferred Shares, Warrants and Additional Investment
Rights (as such terms are defined in the Purchase Agreement) of the Company.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Purchase Agreement.
In consideration of the Buyers' agreement to purchase the Preferred
Shares, Warrants and Additional Investment Rights, and for other good and
valuable consideration receipt of which is hereby acknowledged, the undersigned
hereby agrees that, without the prior written consent of Buyers representing at
least a majority in interest of all Buyers, the undersigned will not, during the
period from the date of this Agreement through (and including) the later to
occur of (a) the date that is 180 days after the Closing Date and (b) the
Effective Date (as defined in the Registration Rights Agreement, dated as of
August __, 2004, among the Company and the Buyers (as therein defined)) (the
"LOCK-UP TERMINATION DATE"), (1) 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 or (2) enter
into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. In addition, the
undersigned agrees that, without the prior written consent of Buyers
representing at least a majority in interest of all Buyers, it will not, during
the period from the date of this Agreement through (and including) the Lock-Up
Termination Date, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.
In furtherance of the foregoing, the Company, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Letter Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that the Buyers are entering into the Purchase
Agreement in reliance upon this Letter Agreement.
This lock-up agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles thereof.
Very truly yours,
Xxxxx X. Xxxxxxx
/s/
------------------------------------------
AGREED AND ACKNOWLEDGED:
DENDO GLOBAL CORP.
By: /s/
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
SCHEDULE A
THE BUYERS
Cherokee Holdings II, LLC
Xxxxxxxx, Xxxxx
000 Xxxxxxxxx Xxx.
00xx Xxxxx
Xxx Xxxx, XX 00000
Cranshire Capital LP
000 Xxxxxx Xx.
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxx
Crestview Capital Funds
00 Xxxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Xxxx Xxxxxxx
DKR Oasis
0000 Xxxx Xxxx Xx.
0xx Xxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Iroquois Capital
000 Xxxxxxxxx Xxx.
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Chill
Smithfield Fiduciary LLC
c/o Highbridge Capital Management, LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxxx
Xxxx X. Chill
