LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT dated May 22, 2000 ("Agreement") is by and
between PhotoLoft.com, Inc., a Nevada corporation (the "Company"), and
_____________________, a shareholder of the Company ("Shareholder").
WITNESSETH:
WHEREAS, the Company is engaged in certain negotiations and
transactions whereby it is seeking to raise significant capital for the Company
("Capitalization Transactions");
WHEREAS, the Shareholder is an integral part of the Company's
management and is valued by the Company as a shareholder;
WHEREAS, the Company desires ensure that the Shareholder retains [HIS
/ HER] shares of the Company's common stock ("Common Stock") for a six-(6) month
period while the Company seeks to finalize the Capitalization Transactions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for the additional consideration set forth herein,
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Obligations of the Company. Immediately upon execution of this
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Agreement, the Company shall pay to the Shareholder One Hundred and No/100
dollars ($100), in U.S. currency, the receipt of which shall be acknowledged by
Shareholder by execution of the Receipt attached hereto as Exhibit A.
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2. Lock-Up. Unless the Company, through the unanimous consent of
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its Board of Directors, provides the Shareholder with its written consent,
Shareholder hereby agrees, for a period of six (6) months from May 22, 2000 to
November 22, 2000 (the "Lock-Up Period"), not to, directly or indirectly, do or
cause to be done any of the following:
(a) offer to sell, contract to sell, or otherwise, sell, dispose
of, loan, pledge or grant any rights or options with respect to (each a
"Disposition") any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock (collectively,
"Securities"), whether now owned or hereafter acquired by the Shareholder during
the Lock-Up Period, or with respect to which the Shareholders has or hereafter
during the Lock-Up Period acquires the power of disposition;
(b) take any action designed to or that might reasonably be
expected to cause or result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock; or
(c) transfer, in any manner, all or a portion of the economic
consequences associated with the ownership of Securities.
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The foregoing restrictions are expressly agreed to preclude Shareholder from
engaging in any hedging or other transactions that are designed to or reasonably
expected to lead to or result in a Disposition of Securities during the Lock-Up
Period even if such Securities would be disposed of by someone other than the
Shareholder. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any sale
or grant of any right (including, without limitation, any put or call option)
with respect to any Securities. Furthermore, the Shareholder hereby agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent against the transfer or the Securities held by the undersigned except in
compliance with this Agreement.
3. Change of Control. If the Company experiences a change of
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control, which, for the purposes of this Agreement is defined as a sale of all
or substantially all of the Company's assets to another Person (as defined
below) or a merger or similar transaction which is effected in such a way that
the Company is not the surviving entity or shares of Common Stock of the Company
are to be cancelled in exchange for value (for purposes of this Agreement,
"Person" shall mean an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof), then the Shareholder may sell,
transfer or otherwise hypothecate [HIS / HER] Common Stock upon receipt of
written consent from the Company, which consent shall not be unreasonably
withheld.
4. Representations and Warranties. The Shareholder hereby
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represents and warrants that [HE / SHE] has full power and authority to enter
into this Agreement, and that, upon request, the Shareholder will executed any
additional documents necessary or desirable in connection with the enforcement
hereof.
5. Survival. All authority herein conferred or agreed to be conferred
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shall survive the death or incapacity of the Shareholder and any obligations of
the Shareholders shall be binding upon the heir, personal representatives,
successors and assigns of the Shareholder.
6. Governing Law. THE LAW OF THE STATE OF CALIFORNIA (WITHOUT REGARD
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TO ITS CONFLICTS OF LAWS PROVISIONS) SHALL GOVERN ALL ISSUES AND QUESTIONS
CONCERNING THIS AGREEMENT.
7. Entire Agreement. This Agreement contains the entire
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understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
8. Amendments. This Agreement may not be changed orally, but only by
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an agreement in writing signed by the Shareholder and the Company.
9. Severability. In case any provision in this Agreement shall be held
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invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or impaired
thereby.
10. Third-Party Beneficiaries. Each party hereto intends that this
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Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
11. Attorneys' Fees. If any action or proceeding shall be
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commenced to enforce this Agreement or any right arising in connection with this
Agreement, the prevailing party in such action or proceeding shall be entitled
to recover from the other party or parties the reasonable attorneys' fees, costs
and expenses incurred by such prevailing party in connection with such action or
proceeding.
12. Counterparts. This Agreement may be executed in any number of
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counterparts, and each counterpart shall constitute an original instrument, but
all of which taken together shall constitute only and one and the same
instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its own behalf or by its respective officer thereunto duly
authorized, all as of the day and year first above written.
COMPANY:
PhotoLoft.Com, Inc.
By:
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Name:
Title:
STOCKHOLDER:
By:
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Name:
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RECEIPT
The undersigned, being a shareholder of PhotoLoft.com, Inc., a Nevada
corporation ("Company") does hereby acknowledge the receipt of One Hundred and
No/100 dollars ($100) from the Company as payment in full pursuant to Section 1
of the Lock-Up Agreement between the undersigned and the Company dated May __,
2000 ("Agreement"). The undersigned further acknowledges that Company shall
have no further obligation or liability to the undersigned under or pursuant to
the Agreement.
IN WITNESS WHEREOF, the undersigned hereby sets [HIS / HER] hand this
___ day of May, 2000.
WITNESS: NAME:
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