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Exhibit 10.44
LOCK-UP
AGREEMENT
This LOCK-UP AGREEMENT (the
“ Agreement
”) is made and entered into as of this 27
day of July, 2007, by among PWJ Funding, LLC (“PWJ
Funding”), PWJ Lending LLC (“PWJ Lending” and
together with PWJ Funding, the “PWJ Entities”) and
Holtzman Opportunity Fund, LP (“Holtzman” and together
with the PWJ Entities, the “ Stockholders ” and
each individually a “ Stockholder ”) for the
benefit of those certain “Investors” (other than the
PWJ Entities) (the “ Investors ”) who
are signatories to that certain Securities Purchase Agreement,
dated as of even date herewith (the “
Purchase Agreement
”).
Recitals:
WHEREAS, Stockholders are the
owners of the number of shares of common stock, par value $0.001
per share (such shares do not include any shares or warrants to
purchase shares issued to the PWJ Entities pursuant to the Purchase
Agreement or any shares issuable upon exercise of such wararnts,
the “ Shares
”), of BTHC VII,
Inc., a Delaware corporation (the
“ Company
”), set forth on Exhibit A attached
hereto;
WHEREAS, the Company and the
Investors are entering into the Purchase Agreement
contemporaneously herewith; and
WHEREAS, in order to induce
the Investors to enter into the Purchase Agreement, the
Stockholders have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
Stockholder agrees as follows:
ARTICLE I
LOCK-UP
SECTION 1.01.
Lock-up . Each
Stockholder hereby agrees that during the period (the "
LockUp Period ") beginning on the date hereof and continuing to and
including the date that is 180 calendar days after the date that
the “Registration Statement” (as that term is defined
in the Registration Rights Agreement) is declared effective, such
Stockholder will not issue, sell, offer or agree to sell, grant any
option for the sale of, pledge, enter into any swap, derivative
transaction or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of
any of the Shares (whether any such transaction is to be settled by
delivery of common stock, other securities, cash or other
consideration), establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose
(or publicly announce the undersigned's intention to do any of the
foregoing) of any Shares; provided, that, the foregoing shall not
prohibit a Stockholder from transferring (a “
Permitted Transfer
”) any shares to its
partners or members so long as
such transferee agrees to be bound by the restrictions in this
Section 1.01 during the Lock-Up Period.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each Stockholder, severally
but not jointly, represents and warrants to the Investors
that:
(a) The execution, delivery
and performance by such Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and
will not (i) to its knowledge, violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (ii) require any
consent or other action by any Person under, constitute a default
under, or give rise to any right of termination, cancellation or
acceleration or to a loss of any benefit to which such Stockholder
is entitled under any provision of any material agreement or other
material instrument bindin
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