March 7, 2007 To: Equicap, Inc. RE: Lock-Up Letter Agreement Ladies and Gentlemen:
March
7,
2007
To: Equicap,
Inc.
Ladies
and Gentlemen:
This
Lock-Up Letter Agreement is being delivered to you in connection with the
Securities Exchange Agreement (the “SEA”), dated as of March 7, 2007 by and
among Equicap, Inc. (the “Company”) and Usunco Automotive Limited and its
stockholders (collectively, “Usunco”). Terms not defined herein have the meaning
given them in the SEA. La Pergola Investments Limited, Fountainhead Investments,
Inc., Gaha Ventures, LLC, G4, LLC and Fountainhead Capital Partners Limited
(collectively, the “Holders” and each individually, a “Holder”) are the owners
of shares of the Company’s Common Stock, $0.001 par value (“Common Stock”), or a
Convertible Note which is convertible by its terms into shares of the Company’s
Common Stock, $0.001 par value (collectively, “Holder Securities”)
In
order
to induce the Company and Usunco to enter into the SEA, the undersigned agree
that for a period of 365 days beginning on the Closing Date (as defined in
the
SEA) (the “Lock-up Period”), the undersigned will not, without the written
consent of the Company, (i) sell, offer to sell, contract or agree to sell,
transfer, hypothecate, hedge, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, any shares of the
Holder Securities or rights to purchase shares of Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any of the Holder
Securities or other rights to purchase shares of Common Stock, whether any
such
transaction is to be settled by delivery of such securities, in cash or
otherwise, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the U. S. Securities and Exchange Commission.
The
foregoing shall not apply to (a) any transfer with respect to the Holder
Securities to Fountainhead Capital Partners Limited (“FHCP”), provided FHCP
agrees in writing to be bound by the terms of this Lock-Up Letter Agreement;
(b)
bona fide gifts, whether to charitable organizations or otherwise, provided
the
recipient thereof agrees in writing to be bound by the terms of this Lock-Up
Letter Agreement, (c) dispositions to any foundation, trust, partnership or
the
limited liability company, as the case may be, exclusively for the direct or
indirect benefit of the undersigned and/or the immediate family of the
undersigned, provided that such person (or trustee of such trust) agrees in
writing to be bound by the terms of this Lock-Up Letter Agreement, (d) transfers
as required by law, (e) dispositions by a partnership to a partner of such
partnership, provided such partner agrees in writing with to be bound by the
terms of this Lock-Up Letter Agreement and (f) dispositions by a limited
liability company to a member of such company, provided such member agrees
in
writing with to be bound by the terms of this Lock-Up Letter Agreement
.
Notwithstanding
the foregoing, the undersigned’s obligations under this Lock-Up Letter Agreement
shall be automatically released without further action on the part of the
Company, Usunco or any party with respect to a number of Holder Securities
as
follows:
On
the
first day of each calendar month following the Closing Date (as defined in
the
SEA), a number of shares of the Holder Securities equal to one-twelfth (1/12)
of
the total Holder Securities (including any shares issuable upon the conversion
of any convertible debt) shall be released from the provisions of this Lock-up
Letter Agreement, regardless of whether or when they are eventually sold or
transferred.
The
undersigned confirms that he, she or it understands that the Company and Usunco
will rely upon the representations set forth in this Lock-Up Letter Agreement
in
proceeding with the transactions contemplated by the SEA. The undersigned
further confirms that the agreements of the undersigned are irrevocable and
shall be binding upon the undersigned’s heirs, legal representatives, successors
and assigns. The undersigned agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent against the transfer of
securities held by the undersigned except in compliance with this Lock-Up Letter
Agreement.
This
Lock-Up Letter Agreement will be governed by and construed in accordance with
the laws of the State of New York, without giving effect to any choice of law
or
conflicting provision or rule (whether of the State of New York, or any other
jurisdiction) that would cause the laws of any jurisdiction other than the
State
of New York to be applied. In furtherance of the foregoing, the internal laws
of
the State of New York will control the interpretation and construction of this
Lock-Up Letter Agreement, even if under such jurisdiction's choice of law or
conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily apply.
[Signature
Page Attached hereto]
La
Pergola Investments Limited
| By: | |||
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Its:
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Fountainhead
Investments, Inc.
| By: | |||
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Its:
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Gaha
Ventures, LLC
| By: | |||
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Its:
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G4,
LLC
| By: | |||
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Its:
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Fountainhead
Capital Partners Limited
| By: | |||
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Its:
attorney-in fact
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