Agreement for Lock-Up and Issuance of Shares
WHEREAS, Xxxxxxxxx.xxx, Inc. hereafter the "Corporation", is in the
process of registering a portion of its securities for sale to the
public;
WHEREAS, Xxxxxx X. Xxxxxx (100,000 shares) and Xxxxx XxXxxxxx (100,000
shares) are shareholders of the Corporation and are listed as Selling
Securityholders in the registration statement; and
WHEREAS, the Corporation, these individuals and the entities wish to
avoid any conflicts of interest regarding the public offering.
IT IS HEREBY AGREED that the undersigned will not sell any of their
Common Shares of the Corporation, with the exception of 10,000 shares
(5,000 Common Shares for Xxxxxx Xxxxxx, and 5,000 Common Shares for
Xxxxx XxXxxxxx), as disclosed in the "Selling Securityholders" section
of the registration statement filed with the Securities and Exchange
Commission, until 365 days after the first date of trading in the
public market by Xxxxxxxxx.Xxx.
IT IS HEREBY AGREED that Xxxxxxxxx.Xxx, Inc. will release the above
mentioned 10000 Common Shares (5,000 Common Shares for Xxxxxx Xxxxxx
and 5,000 Common Shares for Xxxxx XxXxxxxx) as soon as Xxxxxxxxx.Xxx
becomes effective with the Securities and Exchange Commission (SEC).
IT IS HEREBY AGREED that Xxxxxxxxx.Xxx will also issue 250,000 Common
Shares of Restricted Stock to Xxxxx XxXxxxxx, and 250,000 Common Shares
of Restricted Stock to Xxxxxx Xxxxxx, upon becoming effective with the
SEC, and immediately upon receipt of the 15c2-11 Clearance Letter to
Trade from the NASD.
IT IS HEREBY AGREED that the 250,000 Common Shares of Restricted Stock
for Xx. Xxxxxx, will be issued by and from Xxxxxxxxx.Xxx to Xxxxxx
Xxxxxx for Organizational and Developmental Services. Also, the
250,000 Common Shares of Restricted Stock for Xx. XxXxxxxx, will be
issued by and from Xxxxxxxxx.Xxx to Xxxxx XxXxxxxx for Organizational
and Developmental Services.
Agreed to this 21st day of July, 2004
Xxxxxxxxx.Xxx, Inc.
By:/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chairman
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, individually
/s/Xxxxx XxXxxxxx
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Xxxxx XxXxxxxx, individually
