[General Lock-up]
LOCK-UP LETTER
April 18, 2001
Board of Directors
Gentlemen:
By virtue of the execution of this letter agreement (the "Agreement")
the undersigned individual and/or entity (hereinafter referred to as the
"Shareholder"), as record and beneficial owner of the number of shares of Common
Stock, $.0001 par value per share and/or options to acquire common shares set
forth opposite the Shareholder's name at the end of this Agreement (the
"Shares"), of xXxxxXxxxxx.xxx, Inc., a Nevada corporation (the "Company") hereby
represents and warrants to the Company as follows:
a) The undersigned has full power and authority to enter into this
Agreement and to restrict the transferability and saleability of the
Shares;
b) The undersigned's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement
pertaining to the Shares or the transaction contemplated herein; and
will not conflict in, result in a breach of, or constitute a default
under any instrument to which the Shareholder is a party;
c) The undersigned owns the Shares free and clear of any and all liens
and encumbrances.
By virtue of the execution of this Agreement and solely in
consideration for the Company's utilizing its best efforts to cause the
preparation and filing with the Securities and Exchange Commission (the "SEC")
of a Registration Statement on Form SB-2 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), causing the same to be
ordered effective by the SEC; and the undertaking by Xxxxx & Company, Inc. to
act as underwriter (the "Underwriter") in connection with the offering of an
aggregate of 1,000,000 Units, each Unit consisting of three shares of common
stock and four common stock purchase warrants (the "Units") on a firm commitment
basis," and the execution of an Underwriting Agreement between the Underwriter
and the Company, the terms and conditions of which are hereby incorporated
herein by reference and which document is hereinafter referred to as the
"Underwriting Agreement"; the Shareholder hereby agrees with the Underwriter and
the Company as follows:
Pursuant to the applicable paragraphs of the Underwriting Agreement,
the shareholder agrees that he shall not sell any unregistered stock, pursuant
to Rule 144 or otherwise, for a period of two hundred seventy (270) days after
the date of the final and definitive prospectus, without the prior consent of
the Underwriter.
Nothing in this Agreement shall, or shall be deemed to, restrict the
right and option of the Shareholder to sell all or any portion of the Units to
any other individual, firm or entity in a private transaction exempt from the
registration provisions of the Act and pursuant to the terms of a duly executed
investment letter. By virtue of the execution of this Agreement, the Shareholder
manifests his agreement and understanding that any purchaser of the Units in a
private transaction must execute and deliver to the Shareholder an investment
letter wherein he agrees to hold the Units for a one (1) year period commencing
from the date of such sale and without the benefit of any period of time during
which the Shareholder held the Units.
In the event the proposed offering described in this lock-up letter
does not close for any reason then this lock-up letter shall be null and void.
Very truly yours,
No. of Units _______________ ______________________________
Name of Stockholder
No. of Options _____________
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Signature
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Street Address
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City, State and Zip Code
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Telephone Number
