EXHIBIT 3.2
LOCK UP AGREEMENT
This LOCK UP AGREEMENT ("Agreement") dated and effective the 18/th/ day of
February, 2000, is by and between Xxxxxxx Xxxxx ("Shareholder"), and Xxxxxx
Resources, Inc., a Nevada corporation ("Company").
NOW THEREFORE, the parties hereto agree as follows:
Shareholder hereby represents, warrants, covenants and agrees, for the
benefit of the Company and the holders of record (the "third party
beneficiaries") of the Company's outstanding securities, including the Company's
Common Stock, $.001 par value (the "Stock") at the date hereof and during the
pendency of this Agreement that the Shareholder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant
any option to purchase or otherwise dispose of, directly or indirectly, his
shares of Stock of the Company owned beneficially or otherwise by the
Shareholder except in connection with or following completion of a merger,
acquisition or other transaction by the Company resulting in the Company no
longer being classified as a blank check company as defined in Section 7(b)(3)
of the Securities Act of 1933, as amended. Any attempted sale, transfer or other
disposition in violation of this Agreement shall be null and void. The
Shareholder further agrees that the Company (i) may instruct its transfer agent
not to transfer such securities (ii) may provide a copy of this Agreement to the
Company's transfer agent for the purpose of instructing the Company's transfer
agent to place a legend on the certificate(s) evidencing the securities subject
hereto and disclosing that any transfer, sale, contract for sale, devise, gift,
assignment, pledge or hypothecation of such securities is subject to the terms
of this Agreement and (iii) may issue stop-transfer instructions to its transfer
agent for the period contemplated by this Agreement for
such securities. This Agreement shall be binding upon the Shareholder, his
agents, heirs, successors, assigns and beneficiaries. Any waiver by the Company
of any of the terms and conditions of this Agreement in any instance must be in
writing and must be duly executed by the Company and the Shareholder and shall
not be deemed or construed to be a waiver of such term or condition for the
future, or of any subsequent breach thereof. The Shareholder agrees that any
breach of this Agreement will cause the Company and the third party
beneficiaries irreparable damage for which there is no adequate remedy at law.
If there is a breach or threatened breach of this Agreement by the Shareholder,
the Shareholder hereby agrees that the Company and the third party beneficiaries
shall be entitled to the issuance of an immediate injunction without notice to
restrain the breach or threatened breach. The Shareholder also agrees that the
Company and all third party beneficiaries shall be entitled to pursue any other
remedies for such a breach or threatened breach, including a claim for money
damages.
SHAREHOLDER: COMPANY:
XXXXXX RESOURCES, INC.
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx By Xxxxxxx Xxxxx, President
