Exhibit 5.4
LIMITED STANDSTILL AGREEMENT
This AGREEMENT (the "Agreement") is made as of the 15th day of
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January , 2002, by The ▇▇▇▇▇▇▇▇ Group, P.C. (the "Holder"), a stockholder
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of ▇▇.▇▇▇, Inc. (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. Holder acknowledges that the Company plans to engage in a
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tender offer (the "Tender Offer") whereby it will offer certain preferred stock
of the Company in exchange for the common stock held by its shareholders.
Holder understands that, as a condition to proceeding with the Tender Offer the
Company is requesting that the major shareholders to refrain from selling any of
their current holdings of the Company's common stock for a period of time
following the date of the closing of Tender Offer.
2. SHARE RESTRICTION. Holder hereby agrees that Holder will not sell,
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transfer, or otherwise dispose of:
(a) any capital stock of the Company, any rights to acquire capital
stock of the Company or any capital stock which Holder has a right to
acquire, from the date of this Agreement to and including a date
twenty-four months after the contemplated Tender Offer; and
(b) any capital stock of the Company, any rights to acquire capital
stock of the Company or any capital stock which Holder has a right to
acquire, in excess of 25% of such holdings or rights during each
consecutive twelve month period beginning the first day of the twenty-fifth
month after the contemplated Tender Offer and ending on the last day of the
seventy-second month after the contemplated Tender Offer
other than (i) in connection with an offer made to all stockholders of the
Company or any merger, consolidation or similar transaction involving the
Company, or (ii) with the prior written consent of the Company. Holder further
agrees that the Company is authorized to place "stop orders" on its books to
prevent any transfer of shares of capital stock or other securities by Holder in
violation of this Agreement.
3. RELIANCE BY THE COMPANY AND OTHER HOLDERS. Holder acknowledges that
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the Company is relying upon the agreements of Holder contained herein, and that
the failure of Holder to perform the agreements contained herein could have a
detrimental effect upon the contemplated Tender Offer. Accordingly, Holder
understands and agrees that Holder's agreements herein are irrevocable.
4. MISCELLANEOUS.
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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 Company 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 Nevada , except to the extent
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that the securities laws of the state in which Holder resides and federal
securities laws may apply.
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.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder
has executed this Agreement as of the day and year first above written.
HOLDER:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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The ▇▇▇▇▇▇▇▇ Group, P.C.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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