Tunlaw International Corporation
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X.
June 26, 1997
Xxxxxx Mill Associates, Inc.
0000 X Xxxxxx, X.X.
Washington, D.C. 20009
Re: Lock Up Agreement with Tunlaw International Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Tunlaw
International Corporation (the "Company") to the undersigned (the
"Holder"), the Holder 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, $.0001 par value (the "Stock") at the date
hereof and during the pendency of this letter agreement that the Holder 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, its shares of Stock of the Company owned beneficially or
otherwise by the Holder except in connection with or following completion
of a merger or acquisition by the Company and the Company is no longer
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
letter agreement shall be null and void.
The Holder further agrees that the Company (i) will instruct its
transfer agent not to transfer such securities (ii) may provide a copy of this
letter 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 letter
agreement and (iii) will issue stop-transfer instructions to its transfer agent
for the period contemplated by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of
this letter agreement in any instance must be in writing and must be duly
executed by the Company and the Holder 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 Holder agrees that any breach of this letter 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 letter agreement by the Holder, the Holder 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 Holder 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.
THE HOLDER
By: /s/ Xxxxx X. Xxxxxxx
President, Xxxxxx Mill Associates, Inc.
Xxxxxx and accepted this 26th day of June, 1997.
