LOCK-UP AGREEMENT
November
29, 2007
Gentlemen:
The
undersigned is a director and/or beneficial owner of shares of
common stock, par value $0.0001 per share (“
Common Stock ”),
of Surfect Holdings, Inc., a Delaware corporation (the
“
Company ”).
The undersigned understands that the Company will offer up to
$3 million of its shares of Common Stock to accredited
investors in a private placement offering at $0.04 per share (the
“
Funding Transaction ”).
The undersigned also understands that Westminster Securities
Corporation has acted as placement agent with respect to the
Funding Transaction (the “
Placement Agent ”).
The undersigned understands that the Company and the Placement
Agent will proceed with the Funding Transaction in reliance on this
Agreement.
In
recognition of the benefit that the Funding Transaction will
confer upon the undersigned, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees, for the benefit of the
Company, the Placement Agent and each investor in the Funding
Transaction, that, during the period beginning on the closing
of the Funding Transaction (the “
Closing Date ”)
and ending eighteen (18) months after the Closing Date, the
undersigned will not, without the prior written consent of the
Placement Agent, directly or indirectly, offer, sell, contract to
sell, grant any option to purchase, hypothecate, pledge, or
otherwise dispose of or transfer title to any Common Stock held by
him or it.
In
furtherance of the foregoing, the Company and the
Company’s transfer agent are hereby authorized to
decline to make any transfer of any Common Stock if such
transfer would constitute a violation or breach of this
Agreement.
Notwithstanding
the foregoing, the undersigned (and any transferee of
th
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