Exhibit 4.1
LOCK-UP AGREEMENT
THIS
LOCK-UP AGREEMENT (the " Agreement ") is made and entered
into on August 14, 2008 between the stockholders set forth on the
signature page to this Agreement (each, a " Holder ") and
Fashion Tech International, Inc., a Nevada corporation (the "
Company ").
RECITALS
A.
The Company has determined that it is advisable
and in its best interest to enter into that certain Securities
Purchase Agreement, dated August 14, 2008 (the " Purchase
Agreement ") with the Investors named therein (the "
Investors ") and certain other parties named therein,
pursuant to which the Company will issue and sell in a private
offering securities of the Company (the " Offering ").
Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement will have the meanings given such
terms in the Purchase Agreement.
B.
In connection with the Offering, the Company has
agreed to provide the Investors certain registration rights, and in
furtherance thereof has agreed to file a registration statement to
enable the Investors to resell certain of the securities subject of
the Offering.
C.
It is a condition to the Investors' respective
obligations to close under the Purchase Agreement and provide the
financing contemplating by the Offering that the Holder execute and
deliver to the Company this Agreement.
D.
In contemplation of, and as a material
inducement for the Investors to enter into, the Purchase Agreement,
the Holder and the Company have each agreed to execute and deliver
this Agreement.
NOW,
THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as
follows:
1.
Effectiveness of Agreement
. This Agreement shall become null
and void if the Purchase Agreement is terminated prior to its
Closing as to all Investors.
2.
Representations and Warranties
. Each of the parties hereto, by
their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party
beneficiaries of this Agreement that (a) such party has the full
right, capacity and authority to enter into, deliver and perform
its respective obligations under this Agreement, (b) this Agreement
has been duly executed and delivered by such party and is the
binding and enforceable obligation of such party, enforceable
against such party in accordance with the terms of this Agreement
and (c) the execution, delivery and performance of such party's
obligations under this Agreement will not conflict with or breach
the terms of any other agreement, contract, commitment or
understanding to which such party is a party or to which the assets
or securities of such party are bound.
Each
Holder has independently evaluated the merits of its decision to
enter into and deliver this Agreement, and such Holder confirms
that it has not relied on the advice of the Company or any other
person.
3.
Beneficial Ownership . Holder hereby represents and warrants that it
does not beneficially own (as determined in accordance with Section
13(d) of the Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder) any shares of Common Stock, or
any economic interest therein or derivative therefrom, other than
those shares of Common Stock specified on its signature page to
this Agreement. For purposes of this Agreement the shares of Common
Stock beneficially owned by such Holder as specified on its
signature page to this Agreement are collectively referred to as
the "Holder's Shares."
4.
Lockup . From and after the date of this Agreement and
through and including the one year anniversary of the effective
date of a registration statement resulting in all Shares being
registered for resale by the Investors (the " Lockup Period
"), the Holder irrevocably agrees that, except as set forth below,
it will not offer, pledge, encumber, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, or
announce the offering of, any of its Holder's Shares (including any
securities convertible into, or exchangeable for, or representing
the rights to receive, Holder's Shares) or engage in any Short
Sales with respect to any security of the Company. In furtherance
thereof, the Company will (x) place a stop order with the Transfer
Agent on all Holder's Shares, including those which are covered by
a registration statement, (y) notify its transfer agent in writing
of the stop order and the restrictions on such Holder's Shares
under this Agreement and direct the transfer agent not to process
any attempts by the Holder to resell or transfer any Holder's
Shares except in compliance with this Agreement. Notwithstanding
the foregoing, each Holder may transfer any Holder's Shares by (a)
bona fide gift or (b) will or intestate succession to his or her
immediate family or to a trust the sole beneficiaries of which
are
