LOCK-UP AGREEMENT
Lane
Capital Markets, LLC.
000
Xxxxxx Xxxxx Xxxx
Fairfield,
CT 06824
Attn:
Xxxx X. Xxxx, CEO
| RE: |
ValueRich,
Inc.
Registration
Statement on Form SB-2
File
No.: 333-13551
|
Ladies
and Gentlemen:
The
undersigned is a shareholder of ValueRich, Inc., a Delaware corporation (the
“Company”), and wishes to facilitate the initial public offering (the
“Offering”) of up to 2,000,000 shares (the “Shares”) of the Company’s common
stock, par value $0.01 per share the “Common Stock”). The Company has filed a
Registration Statement on Form SB-2 (File No.: 333-135511) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) to register
the Shares under the Securities Exchange Act of 1933, as amended (the
“Act”).
In
consideration of the foregoing, and in order to induce you to act as the
representative of the underwriters in the Offering, the undersigned hereby
agrees that he, she or it will not, without your prior written consent, for
a
period of twelve (12) months following the date the SEC declares the
Registration Statement to be effective under the Act (the “Effective Date”),
offer to sell, hypothecate, assign, contract to sell or otherwise sell
(including without limitation in a short sale) or dispose of, whether or not
for
consideration, directly or indirectly, shares of Common Stock, or any options
or
warrants to purchase shares of Common Stock, or any other securities convertible
into or exchangeable for shares of Common Stock, now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has the power of
disposition, including securities representing stock dividends, stock splits,
recapitalizations, and the like, that are granted to, or received by the
undersigned during the term of this Agreement in connection with or as a result
of its holdings of shares of Common Stock or pursuant to options, warrants
or
agreements as of the date hereof (collectively, the “Restricted Securities”).
This
Agreement will terminate at the end of twelve (12) months following the
Effective Date. Notwithstanding the foregoing or anything contained herein
to
the contrary, the undersigned hereby agrees that subsequent to the expiration
of
the twelve (12) month lock-up period, he, she or it will only dispose of or
otherwise encumber any Restricted Securities when the sale price per share
of
Common Stock, adjusted for any splits, or any material change in capital
structure via merger or business combination, trades above 60% of the initial
offering price of the Shares for 20 consecutive business days; provided,
further, that commencing twelve (12) months from the Effective Date, should
the
Common Stock trade above 60% of the initial offering price of the Shares for
a
20 consecutive business day period, this Agreement shall automatically
terminate. The lock-up expires in all cases on thirty-six (36) months after
the
Effective Date.
Further,
the undersigned hereby agrees to open an account with you to deposit the
Restricted Securities owned by the undersigned in such account, except to the
extent that any Restricted Securities are being held by a third party trustee
pursuant to the requirements of law and as to which the undersigned does not
have disposition rights (“Trustee Restricted Securities”). Except to the extent
that Trustee Restricted Securities need not be deposited in an account with
you,
Trustee Restricted Securities shall be subject to all limitations on transfer
or
disposition provided for herein with respect to Restricted Securities.
If
any of
the Restricted Securities have exercise or conversion rights, the undersigned
may exercise such rights, but the exercised or converted securities will also
be
deemed Restricted Securities and subject to this Agreement. On a case-by-case
basis, subject to the prior written approval by the Company and at exchange
values determined by the Company, the undersigned may use Restricted Securities
in lieu of cash for the exercise or conversion of the rights, in which case
you
will release the certificate representing such Restricted Securities to the
Company in exchange for the certificate representing the exercised or converted
Securities.
The
undersigned understands that the covenants of the undersigned contained herein
are irrevocable and shall be binding upon the undersigned’s heirs, legal
representatives, successors and assignees. The undersigned agrees and consents
to the entry of stock transfer instructions with the Company’s transfer agent
against the transfer of Restricted Securities held by the undersigned except
in
compliance with this Agreement and to the placement of a restrictive legend
referencing the existence of and restrictions imposed by this Agreement.
This
Agreement will be governed by the laws of the state of Delaware, without regard
to its conflict of laws principles.
Very
truly yours,
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Shareholders’ Signature |
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Title:
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Name
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