FORM OF LOCK-UP AGREEMENT
May [ ], 2006
Buyers referred to below:
Re: Securities Purchase Agreement dated May [ ], 2006 (the "SECURITIES
PURCHASE AGREEMENT") by and among, Sorell Inc., (the "COMPANY") and the
investors listed on the Schedule of Buyers attached thereto (each, a "BUYEr" and
collectively, the "BUYERS")
Ladies and Gentlemen:
Defined terms not otherwise defined herein (the "LOCK-UP AGREEMENT") shall have
the meanings set forth in the Securities Purchase Agreement. Pursuant to
Section 7(d) of the Securities Purchase Agreement and in satisfaction of a
condition of the Buyers' obligations under the Securities Purchase Agreement,
the undersigned irrevocably agrees with the Buyers that, from the date hereof
until the six month anniversary of the Effective Date (defined in the
Registration Rights Agreement) (such period, the "RESTRICTION PERIOD"), the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, (or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the SEC in respect of, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder with respect to, any shares of Common Stock or Common
Stock Equivalents beneficially owned, held or hereafter acquired by the
undersigned (the "SECURITIES"). Beneficial ownership shall be calculated in
accordance with Section 13(d) of the 1934 Act. In order to enforce this
covenant, the Company will impose irrevocable stop-transfer instructions
preventing the Company's transfer agent from effecting any actions in violation
of this Lock-Up Agreement.
The undersigned acknowledges that the execution, delivery and performance of
this Lock-Up Agreement is a material inducement to the Buyers to complete the
transactions contemplated by the Securities Purchase Agreement and that the
Buyers (which shall be third party beneficiaries of this Lock-Up Agreement) and
the Company shall be entitled to specific performance of my obligations
hereunder. The undersigned hereby represents that the undersigned has the power
and authority to execute, deliver and perform this Lock-Up Agreement, that the
undersigned has received adequate consideration therefor and that the
undersigned will indirectly benefit from the closing of the transactions
contemplated by the Securities Purchase Agreement.
This Lock-Up Agreement may not be amended or otherwise modified in any respect
without the written consent of each of the Company, the Required Holders
(defined in the Notes) and the undersigned. This Lock-Up Agreement shall be
construed and enforced in accordance
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with the laws of the State of New York, without regard to the principles of
conflicts of laws. The undersigned hereby irrevocably submits to the exclusive
jurisdiction of the state and United States federal courts sitting in the City
of New York, Borough of Manhattan, for the purposes of any suit, action or
proceeding arising out of or relating to this Lock-Up Agreement, and hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. The undersigned hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under the Securities
Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives
any right to a trial by jury. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this Lock-Up Agreement does not intend
to create any relationship between the undersigned and the Buyers and that the
Buyers are not entitled to cast any votes on the matters herein contemplated and
that no issuance or sale of the Securities is created or intended by virtue of
this Lock-Up Agreement.
By its signature below, the Company's transfer agent hereby acknowledges and
agrees that it has placed an irrevocable stop transfer instruction on all shares
of Common Stock beneficially owned by the undersigned, reflecting this Lock-Up
Agreement, until the end of the Restriction Period. This Lock-Up Agreement
shall be binding on successors and assigns of the undersigned with respect to
the Securities and any such successor or assign shall enter into a similar
agreement for the benefit of the Buyers.
[SIGNATURE PAGE FOLLOWS]
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This Lock-Up Agreement may be executed in two or more counterparts, all of which
when taken together may be considered one and the same agreement.
Signature
Print Name
Position in Company
Address for Notice:
Number of shares of Common Stock
Number of shares of Common Stock
underlying subject to warrants, options,
debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Lock-Up Agreement.
SORELL INC.
By:_________________________________
Name: Bon ▇▇▇▇ ▇▇▇
Title: Chief Executive Officer
Acknowledged and agreed to
as of the _____ day of May 2006
[NAME OF TRANSFER AGENT]
By:
Name:
Title: