Lock-Up Agreement
Exhibit
10.16
March
30,
2007
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Marino
Capital Partners, Inc.
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U.S.
EURO Securities, Inc.
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0000
Xxxxxx Xx., Xxxxx 000
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13661
Perdido Xxx Xxxxx, Xxxxxxxxx Xxxxx
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Xxxxxxx
Xxxxx, XX 00000
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Xxxxxxx
Xxx, XX 00000
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Attn:
Xxxxx Xxxxxx, CEO
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Attn:
Xxxxxxx Xxx Xxxxxx, CEO
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RE:
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U.S.
Dry Cleaning Corporation (the
“Company”)
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Ladies
and Gentlemen:
The
undersigned is a director, officer or owner of record or beneficially of
certain
shares of common stock of the Company (“Common Stock”) or securities convertible
into or exchangeable or exercisable for Common Stock. The undersigned
understands that the Company proposes to carry out a public offering of Common
Stock (the “Offering”) for which you will act as the Underwriters or their
representatives. The undersigned recognizes that the Offering will be of
benefit
to the undersigned and will benefit the Company by, among other things, raising
additional capital for its operations. The undersigned acknowledges that
you and
the other Underwriters or their representatives are relying on the
representations and agreements of the undersigned contained in this letter
in
carrying out the Offering and in entering into underwriting arrangements
with
the Company with respect to the Offering.
In
consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Marino
Capital Partners, Inc. and US EURO Securities, Inc. (which
consent may be withheld in each Underwriter’s sole discretion), directly or
indirectly, sell, offer, contract or grant any option to sell (including,
without limitation, pursuant to any short sale), pledge, transfer, establish
an
open “put equivalent position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any
shares
of Common Stock, options or warrants to acquire shares of Common Stock, or
securities exchangeable or exercisable for or convertible into shares of
Common
Stock currently or hereafter owned either of record or beneficially (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) by the undersigned, or publicly announce an intention to do any
of the foregoing, for a period commencing on the date hereof and continuing
through the close of trading on the date 360 days after the effective date
of
the registration statement relating to the Offering (the “Lockup Period”);
provided,
however,
the
undersigned shall be permitted, without obtaining consent, to (i) make bona
fide
gifts of Common Stock, (ii) transfer Common Stock to trusts for the direct
or
indirect benefit of the undersigned and members of the undersigned’s immediately
family, (iii) if the undersigned is a partnership or corporation or similar
entity, distribute to partners or stockholders of the undersigned, in the
case
of (i), (ii) or (iii) so long as the transferees agree in writing to be bound
by
the terms of this agreement, or (iv) if the undersigned becomes or may become
subject to the reporting requirements of Section 16 of the Exchange Act,
enter
into written trading plans designed to comply with Rule 10b5-1(c) of the
Exchange Act, provided that no sales or other dispositions may occur under
such
plans until after the
close
of trading on the date 360 days after the effective date of the registration
statement relating to the Offering. The undersigned also agrees and consents
to
the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by
the
undersigned except in compliance with the foregoing restrictions.
Notwithstanding
the foregoing, for the purpose of allowing the Underwriters to comply with
NASD
Rule 2711(f)(4), if (1) during the last 17 days of the initial Lock-Up Period,
the Company releases earnings results or material news or (2) prior to the
expiration of the initial Lock-Up Period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day
of
the initial Lock-Up Period, then in each case the Lock-Up Period will be
extended until the expiration of the 18-day period beginning on the date
of
release of the earnings results or material news, as applicable, unless
Marino
Capital Partners, Inc. and US EURO Securities, Inc.
waive,
in writing, such extension.
The
undersigned hereby acknowledges and agrees that written notice of any waiver
of
the extension of the Lock-Up Period, if any, pursuant to the previous paragraph
will be delivered by Marino
Capital Partners, Inc. and US EURO Securities, Inc.
to the
Company and that any such notice properly delivered will be deemed to have
been
given to, and received by, the undersigned.
With
respect to the Offering only, the undersigned waives any registration rights
relating to registration under the Securities
Act of 1933, as amended,
of any
Common Stock owned either of record or beneficially by the undersigned,
including any rights to receive notice of the Offering. In addition, the
undersigned agrees that it will not, without the prior written consent of
Marino
Capital Partners, Inc. and US EURO Securities, Inc.,
during
the Lock-Up Period, as may be extended pursuant to the terms of this Lock-Up
Agreement, make any demand for, or exercise any right with respect to, the
registration of any shares of Common Stock or any securities convertible
into or
exchangeable or exercisable for shares of Common Stock.
This
agreement shall terminate and be of no further force or effect if (i) the
Offering is not consummated on or before [___________] or (ii) the Underwriting
Agreement among the Company, Marino Capital Partners, Inc. and US EURO
Securities, Inc. (the “Underwriting Agreement”) terminates prior to the First
Closing Date (as defined in the Underwriting Agreement).
This
agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.
Xxxxxx
X. Xxx
