THIS AGREEMENT (the "Agreement"), is made and entered into by
the undersigned as of the ____ day of ________, 2006. Capitalized
terms used herein and not otherwise herein defined shall have the
meanings set forth for such terms in the Contribution Agreement (as
defined below).
WHEREAS , NorthTech Corporation, a company organized and
existing under the laws of Nevada (the " Corporation "),
Platinum Research Organization L.P., a limited partnership
organized and existing under the laws of Texas (" Platinum
"), Lubrication Partners, a joint venture (" GP Transferor
") and sole shareholder of Platinum IP Management, Inc., a company
organized and existing under the laws of Texas and the general
partner of Platinum (" PRO GP "), each person holding a
limited partnership interest in Platinum (each, a " Limited
Partner ") (each Limited Partner and GP Transferor, a " PRO
Transferor " and collectively, the " PRO Transferors "),
and John T. (Cork) Jaeger as the representative of all PRO
Transferors (the " PRO Transferor Representative "), and
Steve Drayton as the representative (the " Investor
Representative ") certain individuals who have agreed to invest
in the Corporation (other than the PRO Transferors) (the "
Investors ") have entered into a Contribution Agreement
dated October __, 2006 (the "Contribution Agreement");
AND WHEREAS , Lubrication Partners, a joint venture, ("
LPJV ")and Lubrication Partners L.P., a Texas limited
partnership (" LPLP ") are expected together to be the
majority shareholders of the Common Stock in the Corporation
holding approximately 55% of the issued and outstanding Common
Stock of the Corporation on close of the Contribution
Agreement;
AND WHEREAS , in connection with and pursuant to the
terms of the Contribution Agreement, each Pro Transferor will
receive shares of Common Stock of the Corporation (" Common
Shares ");
AND WHEREAS , as an inducement to the Corporation and the
Investors through the Investor Representative to execute the
Contribution Agreement each Pro Transferor is entering into this
Agreement to set forth certain terms and conditions governing its
actions for up to a 365 day period subsequent to closing of the
consummation of the Contribution Agreement with respect to the
Common Shares held by it.
NOW, THEREFORE , in consideration of the transactions
contemplated by the Contribution Agreement and the mutual promises
and covenants contained herein, each of the undersigned Pro
Transferors agrees as follows:
Section 1. Restriction on Transfer of Common
Shares . Without a waiver given upon an affirmative vote of the
independent members of the Board of Directors of the Corporation,
during the term of this Agreement, each of the undersigned Pro
Transferors shall not offer, sell, contract to sell, pledge, or
otherwise dispose of, directly or indirectly, any shares of Common
Shares or securities convertible into or exchangeable or
exercisable for any shares of Common Shares, enter into a
transaction which would have the same effect, or enter into any
swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common
Shares, whether any such aforementioned transaction is to be
settled by delivery of the Common Shares or such other securities,
in cash
