LOCK-UP AGREEMENT
Exhibit 10.3
June 21, 2010
Ladies and Gentlemen:
Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), made as of EClips Media Technologies, Inc., Inc., a Delaware corporation (“Parent”), SD Acquisition Corp., a New York corporation and wholly-owned subsidiary of Parent (“Buyer”), and Brand Interaction Group, LLC, a New Jersey limited liability company (“Seller”) and that certain Employment Agreement (the “Employment Agreement”) by and between Parent and Xxxx Xxxxx, an individual (“ES”).
Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Employment Agreement, as the case may be.
Pursuant to the Purchase Agreement, the Seller will receive 20,000,000 shares of Parent Common Stock as the Closing Payment and ES will receive 10,000,000 shares of Parent Common Stock as part of his compensation arrangements (collectively, the “Lockup Shares”). This Lockup Agreement is required as a condition of closing pursuant to the terms and provisions of the Purchase Agreement and the Employment Agreement. The parties hereto understand that the Buyer will proceed with the transactions contemplated under the Purchase Agreement and the Employment Agreement in reliance on this Lockup Agreement.
| 1. | In recognition of the benefit that the Purchase Agreement and the Employment Agreement will confer upon
the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree that, during the period beginning on the Closing Date and ending on the
twenty-four (24) month anniversary of the date of this Agreement after the Closing Date (the “Lockup
Period”), neither the Seller nor ES will, directly or indirectly, (i) offer, sell, offer to sell,
contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale,
contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or
contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or
otherwise transfer or 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), any Lockup Shares,
beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
by the Seller or ES on the date hereof or hereafter acquired, or (ii) enter into any swap or other agreement
or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of
ownership of any Lockup Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Lockup Shares. |
| 2. | Notwithstanding the foregoing, during the Lockup Period, the Seller and ES, collectively, shall be
entitled to sell in privately negotiated or open market transactions: (1) up to two (2) million Lockup Shares
between the twelve (12) month anniversary and the eighteen (18) month anniversary of the date of this
Agreement; and (2) up to an additional two (2) million Lockup Shares between the eighteen (18) months
anniversary of the date of this Agreement through the twenty-four (24) month anniversary of the date of this
Agreement, provided, however, any shares not sold pursuant to (1), above may not be carried over to (2)
above, and such number of Lockup Shares permitted pursuant to (1) above shall not be permitted to be sold
cumulatively during the period set forth in (2), above. Seller and ES shall collectively be subject to the
foregoing limitations, and shall be responsible, respectively to assure that the collective sales by Seller
and ES (and any permitted transferees or assigns) are subject to and comply with the restrictions set forth
in this Agreement. |
| 3. | This Lockup Agreement shall be governed by and construed in accordance with the laws of the State of
New York without reference to principles of conflicts of laws. |
| 4. | This Lockup Agreement will become a binding agreement among the undersigned as of the date hereof. If
the Closing fails to occur, this Lockup Agreement shall be null and void. This Lockup Agreement (and the
agreements reflected herein) may be terminated by the mutual agreement of the Parties, and if not sooner
terminated, will terminate upon the expiration date of the Lockup Period. This Lockup Agreement may be duly
executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all
of which together shall be deemed to constitute one and the same instrument. This Lockup Agreement may be
modified or waived only by a separate writing signed by each of the parties hereto expressly so modifying or
waiving such agreement. In the event of any conflict between the terms of this Lockup Agreement and the
terms of the Purchase Agreement, the terms of the Purchase Agreement shall control. |
[The Remainder of this Page is Intentionally Left Blank.]
Very truly yours,
SELLER:
BRAND INTERACTION GROUP, LLC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Member
XXXX XXXXX
/s/ Xxxx Xxxxx
Accepted and Agreed to:
PARENT:
ECLIPS MEDIA TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
