LOCKUP AGREEMENT
Exhibit
10.18
This
AGREEMENT (the “Agreement”) is made
as of the __ day of December, 2009, by the undersigned (the “Holder”), in
connection with ownership of shares of Purden Lake Resource Corporation, a
Delaware corporation (the “Company”).
WHEREAS, that on even date
herewith, the Corporation entered into a Share Exchange Agreement with Ingenious
Paragon Global Limited, a British Virgin Islands company (“Ingenious”), and the
shareholders of Ingenious, whereby Ingenious became a wholly-owned subsidiary of
the Company; and
WHEREAS, the Company deems it
in its best interest to enter into a financing arrangement for the sale of _____
units (the “Units”) at a price of $10,000 per Unit whereby each Unit consists
of: (i) 3,937 shares of common stock of the Corporation (the “Common Stock”) and
(ii) a five-year warrant to purchase 1,968 shares of the Common Stock at an
exercise price of $3.81 per share (the “Warrants”) in
connection with a private placement (the “Offering”) undertaken
by the Corporation; and
WHEREAS, as an inducement to
enter into the Offering, the shareholders of Ingenious who received shares an
aggregate of 32,000,000 shares in the Company have agreed to lock-up their
shares pursuant to this Lock-Up Agreement; and
WHEREAS, capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
Subscription Agreement dated of even date herewith.
NOW, THEREFORE, for good and valuable
consideration, the sufficiency and receipt of which consideration are hereby
acknowledged, Holder agrees as follows:
1. Background.
a. Holder
is the beneficial owner of the amount of shares of the Common Stock, $0.001 par
value, of the Company (the “Common Stock”)
designated on the signature page hereto.
x. Xxxxxx
acknowledges that the Company has entered into or will enter into at or about
the date hereof agreements with subscribers (the “Subscribers”) for the
issuance of a common stock and warrants (the “Offering”). Holder
understands that, as a condition to proceeding with the Offering, the Subscriber
has required, and the Company has agreed to obtain on behalf of the Subscriber
an agreement from the Holder to refrain from selling any securities of the
Company from the date of the Subscription Agreement for twelve (12) months after
the earlier of: (i) the effective date of the Registration Statement; or (ii)
the date that the shares of common stock may be sold under Rule 144, without
limitation (the “Restriction
Period”).
2. Sale
Restriction.
a. Holder
hereby agrees that during the Restriction Period, he shall be prevented from
selling any shares. The Holder will not sell, transfer or otherwise
dispose of any shares of Common Stock or any options, warrants or other rights
to purchase shares of Common Stock or any other security of the Company which
Holder owns or has a right to acquire as of the date hereof, without the prior
written consent of the Subscribers. Holder further agrees that the
Company is authorized to and the Company agrees to place “stop orders” on its
books to prevent any transfer of shares of Common Stock or other securities of
the Company held by Holder in violation of this Agreement. The
Company agrees not to allow to occur any transaction inconsistent with this
Agreement.
1
b. Any
subsequent issuance to and/or acquisition by Holder of Common Stock or options
or instruments convertible into Common Stock will be subject to the provisions
of this Agreement.
c. Notwithstanding
the foregoing restrictions on transfer, the Holder may, at any time and from
time to time during the Restriction Period, transfer the Common Stock (i) as
bona fide gifts or transfers by will or intestacy, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
Holder, provided that any such transfer shall not involve a disposition for
value, (iii) to a partnership which is the general partner of a partnership of
which the Holder is a general partner, provided, that, in the case of any gift
or transfer described in clauses (i), (ii) or (iii) each donee or transferee
agrees in writing to be bound by the terms and conditions contained herein in
the same manner as such terms and conditions apply to the undersigned. For
purposes hereof, “immediate family” means any relationship by blood, marriage or
adoption, not more remote than first cousin.
3. Miscellaneous.
a. At
any time, and from time to time, after the signing of this Agreement, the Holder
will execute such additional instruments and take such action as may be
reasonably requested by the Subscribers to carry out the intent and purposes of
this Agreement.
b. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of
laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the
state courts of Delaware or in the federal courts located in the state of
Delaware. The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens. The parties executing this Agreement
and other agreements referred to herein or delivered in connection herewith
agree to submit to the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement. Notices hereunder shall be given in the same manner as set
forth in the Subscription Agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other
Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under the Subscription Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.
2
c. The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law.
d. This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns.
e. This
Agreement may be signed in counterparts and delivered by facsimile signature and
delivered electronically.
f. The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement.
g. The
Holder acknowledges that this Lockup Agreement is being entered into for the
benefit of the Subscriber identified in the Subscription Agreement dated October
23, 2009 among the Company and the Subscribers, may be enforced by the
Subscribers and may not be amended without the consent of a majority of the
Subscribers, which may be withheld for any reason.
IN WITNESS WHEREOF, and intending to be
legally bound hereby, Holder has executed this Agreement as of the day and year
first above written.
HOLDER:
|
Name
è
|
||
|
Total
number of shares beneficially owned è
|
||
|
Street
Address è
|
||
|
City,
State and Zip è
|
||
|
Daytime
Telephone No. è
|
||
|
Email
addressè
|
||
3
