LOCK-UP LETTER AGREEMENT
Xxxxxx Brothers Inc
As Representatives of the several
Investors named in Schedule I
to the Securities Purchase Agreement,
c/x Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Investors named in Schedule I
to the Securities Purchase Agreement,
c/x Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that you and certain other firms propose to enter into a
Securities Purchase Agreement (the “Purchase Agreement”) providing for the purchase by you and such
other firms (the “Purchasers”) of senior secured convertible debentures of SendTec Acquisition
Corp., a Delaware corporation (“STAC”) convertible into shares (the “Shares”) of Common Stock, par
value $0.001 per share of STAC, which may be exchanged for a similar debenture convertible into
shares of Common Stock, par value $0.001 per share (the “RSVM
Shares”), of RelationServe Media, Inc., a Delaware corporation (“RSVM”), upon satisfaction of certain terms and conditions (the
“Conditions”) on or prior to February 28, 2006 (the “Exchange”), and that the Purchasers require
that certain stockholders of RSVM enter into this agreement as a
condition of their purchases. In
addition, pursuant to a Registration Rights Agreement, RSVM is required to file with the Securities
and Exchange Commission (“SEC”) a registration statement covering the RSVM Shares (the
“Registration Statement”) following the Exchange.
The undersigned represents and warrants that its ownership of RSVM consists of 2,600,000 RVSM
Shares and warrants to purchase an additional 3,244,000 RSVM Shares which shares constitute all of
the RSVM Shares owned by the undersigned
In consideration of the execution of the Purchase Agreement by the Purchasers, and for other
good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior
written consent of Xxxxxx Brothers Inc. on behalf of the Purchasers, the undersigned will not,
directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into
any transaction or device that is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any RSVM Shares (including, without limitation, RSVM
Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission and RSVM Shares that may be issued upon
exercise of any option or warrant) or securities convertible into or exchangeable for RSVM Shares
owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or (2) enter
into any swap or other derivatives transaction that transfers to another, in whole or in part, any
of the economic benefits or risks of ownership of such RSVM Shares, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of RSVM Shares or
other securities, in cash or otherwise, for a period ending the earlier of: (i) 270 days following
the date on which the Registration Statement is declared effective by the SEC; or (ii) the date on
which Xxxxxx informs RSVM or
ending the earlier of: (i) 270 days following the date on which the Registration Statement is
declared effective by the SEC; or (ii) the date on which Xxxxxx informs RSVM or STAC that the
Conditions have not been met, or that the Exchange will not proceed (but not later than March 1,
2006 if the Exchange has not been consummated by such date) (the “Lock-Up Period”) The foregoing
sentence shall not apply to (i) transfers of any shares, options or warrants exclusively to any
family members or affiliates of the undersigned or for estate planning purposes, provided that the
transferee agrees to be bound by the terms of this Lock-Up Letter Agreement to the same extent as
if the transferee were a party hereto, (ii) the establishment of a so-called “10b-5-l plan” or a
brokerage account, provided that no sales shall be made thereunder prior to the end of the Lock-Up
Period, (iii) the exercise of any options or warrants held by the undersigned as of the date
hereof, provided that any shares issued in connection therewith shall be subject to this Lock-Up
Letter Agreement; provided that it shall be a condition to any such transfer or action that no
filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of
1934, as amended, shall be required or shall be voluntarily made in connection with such transfer
or action (other than a filing on a Form 5 made after the expiration of the Lock-Up
Period referred to above), (iv) transfers of up to 1,184,000 RSVM Shares (of which 600,000 shall be
privately sold); or (v) transfers involving any successor or replacement trustee, provided that in
the event of any such transfers such successor or replacement trustee shall continue to be bound by
the terms of this Lock-Up Letter.
In furtherance of the foregoing, the Company and its Transfer Agent are hereby authorized to
decline to make any transfer of securities if such transfer would constitute a violation or breach
of this Lock-Up Letter Agreement.
The undersigned understands that the Company and the Purchasers will proceed with the
Purchases in reliance on this Lock-Up Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the
enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
Very truly yours, | ||||
MHB TRUST | ||||
SOUTHPAC TRUST INTERNATIONAL INC |
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Trustee |
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by its authorised signatories |
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/s/ Xxxxx Xxxxx | /s/ Xxxxxx Corvette | |||
Dated: October 27, 2005
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XXXXX XXXXX | XXXXXX CORVETTE |