Exhibit 10.4
EXHIBIT G
FORM OF LOCK-UP AGREEMENT
November __, 2007
Each Purchaser referenced below:
Re: Securities Purchase
Agreement, dated as of November 30, 2007 (the "Purchase
Agreement "), between Wifimed Holdings Company, Inc., a
Nevada corporation (the " Company ") and the purchasers
signatory thereto (each, a " Purchaser " and, collectively,
the " Purchasers ")
Ladies and Gentlemen:
Defined terms not otherwise defined in this letter agreement
(the " Letter Agreement ") shall have the meanings set forth
in the Purchase Agreement. Pursuant to Section 2.2(a) of the
Purchase Agreement and in satisfaction of a condition of the
Company's obligations under the Purchase Agreement, the undersigned
irrevocably agrees with the Company that, from the date hereof
until 90 calendar days after the Effective Date (such period, the "
Restriction Period "), the undersigned will not offer, sell,
contract to sell, hypothecate, pledge or otherwise dispose of
(or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any Affiliate of the
undersigned or any person in privity with the undersigned or any
Affiliate of the undersigned), directly or indirectly, including
the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the
Exchange Act with respect to, any shares of Common Stock or Common
Stock Equivalents beneficially owned, held or hereafter acquired by
the undersigned (the " Securities "). Beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act. In order to enforce this covenant, the
Company shall impose irrevocable stop-transfer instructions
preventing the Transfer Agent from effecting any actions in
violation of this Letter Agreement.
The undersigned acknowledges that the execution, delivery and
performance of this Letter Agreement is a material inducement to
each Purchaser to complete the transactions contemplated by the
Purchase Agreement and that each Purchaser (which shall be a third
party beneficiary of this Letter Agreement) and the Company sh
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