TraceGuard Technologies, Inc.
TraceGuard
Technologies, Inc.
The
undersigned agrees that he, she or it will not, directly or indirectly, issue,
offer, agree or offer to sell, sell, grant an option for the purchase or sale
of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
or
dispose (collectively, “Sell”
or
“Sold”)
of any
securities, referenced below only, of the TraceGuard Technologies Inc., formerly
known as Ibahs, Inc. (the “Company”),
including options, rights, warrants or other securities underlying, convertible
into, exchangeable or exercisable for or evidencing any right to purchase or
subscribe for any common stock (whether or not beneficially owned by the
undersigned), or any beneficial interest therein (collectively, the
“Securities”),
except as follows:
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1.
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After
March 2nd
2007, 20% of the Securities, referenced below only, held by the
undersigned can be Sold;
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2.
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After
March 2008, 30% of the Securities, referenced below only, held by
the
undersigned can be Sold; and
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3.
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After
March 2009, the balance thereof.
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Notwithstanding
the foregoing, the undersigned shall be entitled to Sell the Securities as
long
as the transaction does not involve the Securities being Sold on the
Over-the-Counter Bulletin Board (or any other exchange or medium where the
securities of the Company are listed or quoted), provided,
however,
that
any transferee of the Securities, including, without limitation, a person who
has gifted the Securities or lends against the Securities, shall agree in
writing to the restrictions contained herein prior to and as a condition to
the
Securities being Sold.
In
order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of the Company’s securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned.
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Dated:
November 16, 2006
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Name: Xxxxx
Xxxxxx
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Certificates
No: 0348/0425
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| /s/ Xxxxx Xxxxxx | ||
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