EXHIBIT
10.5
LOCK-UP AGREEMENT
The undersigned is a director,
executive officer or beneficial owner of shares of capital stock,
or securities convertible into or exercisable or exchangeable for
the capital stock (each, a Company Security ) of IX Energy,
Inc., a Delaware corporation (the Company ). The undersigned
understands that the Company will merge with a wholly-owned
subsidiary of IX Energy Holdings, Inc., a publicly traded Delaware
company ( Paren t), concurrently with a private placement by
Parent of a minimum of 27.5 Units and a maximum of 100
Units, or up to 115 Units if the Company elects, with the placement
agents approval, to accept over-subscriptions, with each Unit (the
Units ) consisting of 250,000 shares of common stock (the
Shares ) and a three-year detachable warrant to purchase
250,000 shares of common stock (the Warrant ) with an
exercise price of $0.50 per share, for a purchase price of $100,000
per Unit (the Funding Transaction ). The undersigned
understands that the Company, Parent and the investors in the
Funding Transaction will proceed with the Funding Transaction in
reliance on this Letter Agreement.
1. 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, Parent, and each investor in the Funding Transaction,
that, during the period beginning on the effective date of the
Registration Statement which includes the Shares and the shares of
common stock underlying the Warrants (the Registration
Statement) and ending fifteen (15) months after such date (the
Lockup Period ), the undersigned will not, without the prior
written consent of persons holding a majority of the Units at such
time (the Majority Investors ), directly or indirectly, (i)
offer, sell, offer to sell, contract to sell, hedge, pledge, sell
any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or sell (or
announce any offer, sale, offer of sale, contract of sale, hedge,
pledge, sale of any option or contract to purchase, purchase of any
option or contract of sale, grant of any option, right or
warrant to purchase or other sale or disposition), or otherwise
transfer or dispose of (or enter into any transaction or device
that is designed to, or could be expected to, result in the
disposition by any person at any time in the future), any
securities of Parent (each, a Parent Security ),
beneficially
|
