Altres Group, LLC
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Polycera Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Re: Lock Up Agreement with Polycera Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Polycera
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,
$.001 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,
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 letter agreement shall be null and void.
The Holder further agrees that the Company (i) may 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) may 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.
Xxxxxx and accepted this 11th day of February, 1999.
THE HOLDER
By: /s/Xxxxx Xxxxxxx
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Xxxxx X. Xxxxxxx
Managing Member, Altres Group, LLC
By: /s/Xxxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Member, Altres Group, LLC
