Exhibit
10.3
ESCROW AND LOCK-UP AGREEMENT dated April
, 2007, by and among Sohel Kapadia ("Seller"), Reliablecom,
Inc. ("Purchaser"), SK3 Acquisition Corp., a Delaware corporation
(“Parent”), and Sichenzia Ross Friedman Ference LLP
("Escrow Agent").
W I T N E S S
E T H
WHEREAS , Seller, Parent and Purchaser are parties to that
certain Stock Purchase Agreement, dated April ,
2007 (the "Purchase Agreement"); and
WHEREAS , the Purchase Agreement provides for the issuance of
85,000 shares of series A convertible preferred stock of Parent to
the Seller (“Parent Shares”), which shares are
convertible into 4,250,000 shares of Parent common stock under
certain circumstances (the “Parent Common Shares”);
and
WHEREAS, the Seller and Sohel Distributors Inc. are parties to
an employment agreement of even date herewith (the
“Employment Agreement”); and
WHEREAS , the parties wish to provide for the restrictions on
sale and the escrow of the Parent Shares; and
WHEREAS , Escrow Agent is willing to retain Parent Shares as
escrow agent upon the terms and conditions set forth
herein.
NOW, THEREFORE , in consideration of the premises and mutual
covenants, agreements, representations and warranties contained
herein, the parties hereby agree as follows:
1.
Seller and Purchaser hereby appoint
Escrow Agent to serve as the escrow agent under this Escrow
Agreement and Escrow Agent accepts such appointment, subject to the
terms and conditions hereof.
2.
(a) Escrow Agent hereby
acknowledges receipt of the Parent Shares and executed stock powers
relating to such shares from Seller. Escrow Agent agrees to
hold the Parent Shares and stock powers deposited into escrow
(collectively, the "Escrowed Property") in accordance with the
terms and conditions contained herein.
(b) (X) Seller agrees that
for a period of one year from the date of this Agreement (the
“Trading Date”), the Seller will not sell, pledge,
transfer, hypothecate or otherwise dispose of the Parent Shares,
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 Parent. After the Trading Date, the Seller agrees not to
sell, pledge, transfer, hypothecate or otherwise dispose of more
than 100,000 Parent Common Shares or 2,000 Parent Shares owned by
the Seller during any fiscal quarter, provided that during such
quarter the Seller will be entitled to a Quarterly Payout or Annual
Payout, as such terms are defined in the Employment Agreement. In
the event the Seller is the owner of shares of Parent Shares
convertible into less than 500,000 Parent Common Shares, the Seller
agrees not to sell, pledge, transfer, hypothecate or otherwise
dispose of more than five percent (5%)
of the Parent Common Shares owned by the
Seller during any fiscal quarter, provided that during such quarter
the Seller will be entitled to a Quarterly Payout or Annual Payout,
as such terms are defined in the Employment Agreement. All of
such restrictions shall terminate upon the earlier of (i) the date
on which the Employment Agreement is terminated by Sohel
Distributors Inc. without cause (as defined in the Employment
Agreement), or (ii) three years after the date of this Agreement
and all Parent Shares or Parent Common Shares then remaining shall
be delivered to the Seller.
(Y) In the event shares of Parent
Stock or Parent Common Shares are required to be cancelled pursuant
to section 2.2 of the Purchase Agreement, the Escrow Agent shall
deliver such shares to the Parent upon the written certification of
the Parent as to the number of such shares to be
delivered.
3.
Pending the delivery of the Escrowed
Property out of escrow as provided herein, Escrow Agent hold all
securities constituting the Escrowed Property in its custody in
accordance with the terms of this Escrow Agreement.
4.
Escrow Agent shall, from time to time,
deliver all or some of the securities then constituting the
Escrowed Property to Seller and Purchaser in accordance with such
written instructions, jointly executed by Purchaser and Seller, as
Escrow Agent may receive.
5.
Escrow Agent shall not be under any duty
to give the Escrowed Property any greater degree of care than it
gives its own similar property, and it shall have no liability
hereunder, except for the willful breach of its duties
hereunder.
6.
Escrow Agent shall have no duties or
responsibilities except those expressly set forth herein, and no
implied duties or obligations should be read into this Escrow
Agreement against Escrow Agent. Escrow Agent need not refer
to, and will not be bound by, the provisions of any other
agreement.
7.
E
