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LOCK-UP AGREEMENT
THIS
AGREEMENT (this "AGREEMENT") is dated as of April 23, 2007 by
and
among Marketing Worldwide Corporation, a Delaware corporation (the
"COMPANY"),
and the shareholders of the Company listed on SCHEDULE A attached
hereto
(collectively, the "SHAREHOLDERS").
WHEREAS,
to induce the Company and the investors (the "INVESTORS") to
enter into the Series A Convertible Preferred Stock Purchase
Agreement dated as
of the date hereof (the "PURCHASE AGREEMENT") by and among the
Company and the
Purchasers, the Shareholders have agreed not to sell any shares of
the Company's
common stock, $0.001 par value per share (the "COMMON STOCK"), that
such
Shareholders presently own or may acquire after the date hereof,
except in
accordance with the terms and conditions set forth herein.
Capitalized terms
used herein without definition shall have the meanings assigned to
such terms in
the Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions
hereinafter contained, the parties hereto agree as follows:
1.
RESTRICTION ON TRANSFER; TERM.
(a) Each of the
Shareholders hereby agrees with the Company that
such
Shareholder will not offer, sell, contract to sell, assign,
transfer,
hypothecate, pledge or grant a security interest in, or otherwise
dispose
of, or
enter into any transaction which is designed to, or might
reasonably
be expected to, result in the disposition of (whether by actual
disposition or effective economic disposition), directly or
indirectly
(collectively, "TRANSFER"), any of the shares of Common Stock from
the
period
commencing on the Closing Date and expiring on the date that is
twelve
(12) months following the effective date of the registration
statement
required to be filed by the Company with the Securities and
Exchange
Commission pursuant to SECTION 2(A) of the Registration Rights
Agreement
(the "LOCK UP PERIOD").
(b)
During the
twelve (12) months following the expiration of the
Lock Up
Period (the "LEAKOUT PERIOD"), each of the Shareholders hereby
agrees
with the Company that such Shareholder will not Transfer in any
individual
calendar month an amount of such shares of Common Stock in
excess of
one-twelfth (1/12th) of the aggregate shares of Common Stock
held by
such Shareholder as of the beginning of such Leakout Period.
Notwithstanding anything in the foregoing to the contrary, Rainer
Poertner
shall be
permitted to Transfer up to 30,000 shares of Common Stock free
of
the
restrictions otherwise applicable under not be subject to any
provision
of this SECTION 1 hereof.
2.
OWNERSHIP.
During the Lock Up Period and the Leakout Period, the
Shareholders shall retain all rights of ownership in the Common
Stock,
including, without limitation, voting rights and the right to
receive any
dividends, if any, that may be declared in respect thereof.
3.
COMPANY AND TRANSFER AGENT.
The Company is hereby authorized to
disclose the existence of this Agreement to its transfer agent. The
Company and
its transfer agent are hereby authorized to decline to make any
transfer of the
Common Stock if such transfer would constitute a violation or
breach of this
Agreement and the Purchase Agreement.
4.
NOTICES.
All notices, demands, consents, requests, instructions and
other communications to be given or delivered or permitted under or
by reason of
the provisions of this Agreement or in connection with the
transactions
contemplated hereby shall be in writing and shall be deemed to be
delivered and
received by the intended recipient as follows: (i) if personally
delivered, on
the business day of such delivery (as evidenced by the receipt of
the personal
delivery service), (ii) if mailed certified or registered mail
return receipt
requested, four (4) business days after being mailed, (iii) if
delivered by
1
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overnight courier (with all charges having been prepaid), on the
business day of
such delivery (as evidenced by the receipt of the overnight courier
service of
recognized standing), or (iv) if delivered by facsimile
transmission, on the
business day of such delivery if sent by 6:00 p.m. in the time zone
of the
recipient, or if sent after that time, on the next succeeding
business day (as
evidenced by the printed confirmation of delivery generated by the
sending
party's telecopier machine). If any notice, demand, consent,
request,
instruction or other communication cannot be delivered because of a
changed
address of which no notice was given (in accordance with this
SECTION 4), or the
refusal to accept same, the notice, demand, consent, request,
instruction or
other communication shall be deemed received on the second business
day the
notice is sent (
