FIFTHCAI INC
0000 X. XXXXXX XX. SUITE 120
SCOTTSDALE, ARIZONA 85251-3620
February 1, 2000
Xxxxxxx X. Xxx
0000 Xxxxx Xxxxxx Xx. Suite 120
Scottsdale, Arizona 85251
Re: Lock-Up Agreement with Fifthcai, Inc.
Gentlemen,
In consideration of the sale to the holder by Fifthcai, Inc., (Company) of
its Common Stock ($.0001 par value), the undersigned holder warrants, covenants
and agrees for the benefit of the Company not to sell, offer to sell, solicit an
offer to buy, contract to sell, make any short sale, pledge, xxxxx, xxxxx any
option to purchase, or otherwise transfer or dispose of, any shares of Common
stock, or any securities convertible into or exercisable or exchangeable for
Common Stock, owned directly or beneficially by the undersigned or with respect
to which the undersigned has the power of disposition, except in connection with
or following a completed merger or acquisition by the Company and the Company is
no longer classified as a blank check company pursuant to Section 7 (b) (3) of
the Securities Act of 1933, as amended.
An attempt to sell, transfer or any type of disposition of the shares shall
be a violation of this letter agreement and shall be ineffective and null and
void.
In furtherance of the foregoing, the holder agrees to; (1) delivery his
shares to the Company for safe keeping; (2) allow the Company to advise its
Transfer Agent not to transfer said securities and (3) authorize the company to
deliver a copy of this Agreement to the transfer agent with instructions to
decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Agreement.
This Agreement shall be binding upon the holder, its agents, heirs,
successors, assignees and beneficiaries.
A waiver of the terms and conditions of this agreement must be in writing
and executed by the proper officer of the Company and the holder.
If there is a breach or threatened breach of this Agreement, the holder
agrees that there is no adequate remedy at law and said breach will cause
irreparable damage. Accordingly, the holder agrees that the Company is entitled
to the issuance of an immediate injunction without notice to restrain the breach
or threatened breach. This remedy is not exclusive and the holder agrees that
the Company and third party beneficiaries shall be entitled to seek other
remedies including a claim for other remedies, including money damages.
THE HOLDER
/s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx Xxxxxxxxxxxx 30,000 shares certificate(s)
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