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Exhibit 10.8
LOCK-UP AGREEMENT
Lock-Up Agreement (this "Agreement") is entered into as of
February 24, 2005,
by and between Consolidated Energy, Inc., a Wyoming corporation
(the
"Company"), and the shareholder of the Company named on the
signature page
hereof (the "Shareholder").
RECITALS:
A. The Company and certain purchasers (the "Purchasers"), have
entered into a
Securities Purchase Agreement dated as of February 24, 2005 (the
"Purchase
Agreement"), pursuant to which the Purchasers have agreed to
purchase, and the
Company has agreed to sell, the Company's 6% Senior Secured
Convertible Notes
Due 2008 (the "Notes"), warrants to purchase shares of the
Company's Common
Stock, par value $0.001 per share (the "Common Stock"), and
additional
investment rights to purchase additional Notes.
B. Shareholder is a shareholder of the Company and owns and/or
controls shares
of Common Stock (the "Shares").
C. As a condition to the Purchasers entering into the Purchase
Agreement,
Shareholder has agreed to the lock-up set forth in Section 1
hereof.
D. Capitalized terms used in this Agreement but not otherwise
defined herein
shall have the meanings ascribed to such terms in the Purchase
Agreement.
AGREEMENTS:
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Lock-Up. Shareholder hereby agrees that, except as set forth
in Section 2
below, from the date hereof until the 45th day following the
date that the
Registration Statement is declared effective by the Commission
(the "Lock-up
Period"), without the prior written consent of the Company and
the Purchasers,
he will not offer, pledge, sell, contract to sell, grant any
options for the
sale of or otherwise transfer, distribute or dispose of,
directly or
indirectly (collectively "Dispose of"), any Shares (the
"Lock-up"). On and
after the 1st day following the last day of the Lock-up Period,
no Shares
shall be subject to the Lock-up.
2. Permitted Dispositions. The following dispositions of Shares
shall not be
subject to the Lock-up set forth in Section 1:
(a)Shareholder may Dispose of Shares to his spouse, siblings,
parents or any
natural or adopted children or other descendants or to any
personal trust in
which any such family member or Shareholder retains the entire
beneficial
interest;
(b)Shareholder may Dispose of Shares on his death to
Shareholder's estate,
executor, administrator or personal representative or to
Shareholder's
beneficiaries pursuant to a devise or bequest or by laws of
descent and
distribution;
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(c)Shareholder may Dispose of Shares as a gift or other transfer
without
consideration;
(d) Shareholder may make a bona fide pledge of Shares to a
lender;
(e) Shareholder may Dispose of Shares in one or more private
sales not made
pursuant to Rule 144 promulgated under the Securities Act of
1933, as amended;
and
(f) Shareholder may Dispose of, through bona fide market sale
transactions, up
to _____ Shares during the Lock-up Period.
provided, however, that in the case of any transfer of Shares
pursuant to
clauses (a), (c), (d) and (e), the transfe
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