LOCK UP AGREEMENT
This LOCK UP AGREEMENT (the "Agreement") is made as of the __th day of
September, 2004, by the signatory hereto ("Holder"), in connection with his
ownership of shares of Logistical Support, Inc., a Utah corporation (the
"Company"). All capitalized terms not otherwise defined shall have the same
meaning set forth in the Securities Purchase Agreement by and among the Company
and the purchasers set forth on the signature page attached thereto dated on or
about this date ("Purchase Agreement").
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 beneficial owner of the amount of shares of
the Common Stock, $.001 par value, of the Company ("Common Stock") designated on
the signature page hereto.
▇. ▇▇▇▇▇▇ acknowledges that the Company has entered into or
will enter into agreements with purchasers of the Company's Common Stock under
the Purchase Agreement (the "Purchasers"), for the sale of an aggregate of up to
$2,000,000 of Common Stock to the Purchasers (the "Offering"). Holder
understands that, as a condition to proceeding with the Offering, the Purchasers
have required, and the Company has agreed to assist the Purchasers in obtaining,
an agreement from the Holder to refrain from selling any securities of the
Company from the date of the closing of the transactions contemplated by the
Purchase Agreement until the earlier of (i) 18 months from the date of such
closing or (ii) the resale of the Shares by the Purchasers (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
other security of the Company which Holder owns or has a right to acquire as of
the date hereof, other than (i) in connection with an offer made to all
shareholders of the Company or any merger, consolidation or similar transaction
involving the Company, or (ii) with the prior written consent of the Purchasers
and Company, which shall not be unreasonably withheld. 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 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.
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 Purchasers 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 California, except to the extent 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.
[signature page follows]
IN WITNESS WHEREOF, and intending to be legally bound hereby,
Holder and the Company have executed this Lock Up Agreement as of the day and
year first above written.
HOLDER:
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Number of Shares of Common Stock
Beneficially Owned
COMPANY:
Logistical Support, Inc.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Co-Chairman