LOCK-UP AGREEMENTLockup Agreement |
|
|
|
You are currently viewing: This Lockup Agreement involves
PLATINUM RESEARCH ORGANIZATION, INC. | Platinum Research Organization L.P | NorthTech Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Lockup Agreement by:
Exhibit 4.7
FORM OF
LOCK-UP AGREEMENT
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 or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, of any of the Common Shares held, or to be held or entitled to be received by such Pro Transferor as of the Effective Time.
Section 2. Notation of Shares. Each undersigned Pro Transferor understands that the transfer agent of the Corporation may be given notice that the Common Shares are subject to the terms of this Agreement and such Common Shares shall not be transferred except in accordance with the terms hereof.
Section 3. Remedies. The undersigned acknowledges and agrees that neither the Corporation, or the Investors could be made whole by monetary damages in the event of any default by the undersigned of the terms and conditions set forth in this Agreement. It is accordingly agreed and understood that the Corporation and the Investors, in addition to any other remedy which each may have at law or in equity,






