FORM OF LOCK UP AGREEMENT
FORM
OF LOCK UP AGREEMENT
This
AGREEMENT (the "Agreement") is made as of the ___ day of September, 2007, by
the
signatories hereto (each a "Holder"), in connection with his ownership of shares
of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Enterprises Inc., a Nevada corporation (the
"Company").
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt
of
which consideration are hereby acknowledged, Holder agrees as
follows:
1. Background.
a.
Holder
is
the actual and/or beneficial
owner of
the amount of shares of the Common Stock, $0.0001 par value, of the Company
(“Common Stock”) and rights to purchase Common Stock designated on the signature
page hereto.
▇. ▇▇▇▇▇▇
acknowledges that the Company has entered into or will enter into an agreement
with each subscriber (“Subscription Agreement”) to the Company’s secured
convertible promissory notes and warrants (the “Subscribers”), for the sale to
the Subscribers of an aggregate of up to $5,000,000 of principal amount of
secured convertible promissory notes and warrants (the “Offering”). Holder
understands that, as a condition to proceeding with the Offering, the
Subscribers have required, and the Company has agreed to obtain an agreement
from the Holder to refrain from selling any securities of the Company from
the
date of the Subscription Agreement until the sooner of (i) one year after the
Actual Effective Date of the Registration Statement, or (ii) until less than
twenty-five percent (25%) of the principal amount of the Notes issued pursuant
to the Subscription Agreement is outstanding (the "Restriction Period").
2. Share
Restriction.
a. Holder
hereby agrees that during the Restriction Period, the Holder will not sell
or
otherwise dispose of any shares of Common Stock or any options, warrants or
other rights to purchase shares of Common Stock or any common stock or acquired
hereafter during the Restriction Period for consideration less than $1.00 per
share, other than in connection with an offer made to all shareholders of the
Company in connection with any merger, consolidation or similar transaction
involving the Company. Holder further agrees that the Company is authorized
to
and the Company agrees to place "stop orders" on its books to prevent any
transfer of shares of Common Stock or other securities of the Company held
by
Holder in violation of this Agreement.
b. Any
subsequent issuance to and/or acquisition of shares or the right to acquire
shares by Holder will be subject to the provisions of this
Agreement.
c. Notwithstanding
the foregoing restrictions on transfer, the Holder may, at any time and from
time to time during the Restriction Period, transfer the Common Stock (i) as
bona fide gifts or transfers by will or intestacy, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
Holder, provided that any such transfer shall not involve a disposition for
value, (iii) to a partnership which is the general partner of a partnership
of
which the Holder is a general partner, provided, that, in the case of any gift
or transfer described in clauses (i), (ii) or (iii), each donee or transferee
agrees in writing to be bound by the terms and conditions contained herein
in
the same manner as such terms and conditions apply to the undersigned. For
purposes hereof, "immediate family" means any relationship by blood, marriage
or
adoption, not more remote than first cousin.
1
3. Miscellaneous.
a. At
any
time, and from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be reasonably
requested by the Subscribers to carry out the intent and purposes of this
Agreement.
b. This
Agreement shall be governed, construed and enforced in accordance with the
laws
of the State of New York without regard to conflicts of laws principles that
would result in the application of the substantive laws of another jurisdiction,
except to the extent that the securities laws of the state in which Holder
resides and federal securities laws may apply. Any proceeding brought to enforce
this Agreement may be brought exclusively in courts sitting in New York County,
New York.
c. This
Agreement contains the entire agreement of the Holder with respect to the
subject matter hereof.
d. This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns.
e. This
Agreement may be signed and delivered by facsimile and such facsimile signed
and
delivered shall be enforceable.
f. The
Company and Holder agree not to take any action or allow any act to be taken
which would be inconsistent with this Agreement nor to amend or terminate this
Agreement without the consent of the Subscribers.
g. The
Subscribers are third party beneficiaries of this Agreement, with right of
enforcement.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Lockup Agreement on and as of the date first
set forth above.
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HOLDER:
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HOLDER:
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▇▇▇▇▇▇
▇▇▇▇▇▇
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▇▇▇
▇▇▇ ▇▇▇▇
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HOLDER:
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HOLDER:
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▇▇▇▇▇▇
▇▇▇▇
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▇▇▇
▇▇▇▇
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COMPANY:
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ENTERPRISES INC.
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By:
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SCHEDULE
A TO LOCKUP AGREEMENT
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HOLDER
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SHARES
TO BE LOCKED UP
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▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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1,333,334
Shares
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▇▇▇
▇▇▇ ▇▇▇▇
2/6
Nahal Katlav
Ramat
Bet Shemesh, Israel
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1,333,333
Shares
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▇▇▇▇▇▇
▇▇▇▇
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇
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1,333,333
Shares
|
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▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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2,000,000
Shares
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TOTAL
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6,000,000
Shares
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3