Exhibit 10.3
LOCK-UP
AGREEMENT
THIS LOCK-UP AGREEMENT
(“ Agreement ”)
is made and entered into as of September 21, 2009, by and between
Universal Holdings, Inc., a Nevada corporation, (the “
Company ”), and Tryon Capital Ventures, LLC (the
“ Stockholder ”) (The Company and the
Stockholder may sometimes be referred to herein singularly as a
“party,” or collectively as, the
“parties”).
WHEREAS , on September 3, 2009, the Company and Barry
Feiner, Esq., agent-in-fact, entered into a certain non-binding
letter of intent (the “Letter of Intent”) for the
change of control of Universal Holdings pursuant to a negotiated
Definitive Agreement (as defined in the Letter of
Intent);
WHEREAS , pursuant to that Letter of Intent, it is
contemplated that the Stockholder shall be issued 85,000 shares
(the “ Shares ”) of the Company’s common
stock, $0.0001 par value per share (the “ Common Stock
”), which shall equal two percent (2%) of the issued and
outstanding shares of the Common Stock at the time the Definitive
Agreement is executed); and
WHEREAS , it is a condition to the Definitive Agreement
that the Stockholder agrees to “lock-up” the Shares,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants and agreements contained herein, and other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Agreement to Retain the Shares .
(a) The
Stockholder hereby agrees not to sell, assign, transfer, pledge,
hypothecate, or otherwise dispose of any of the Shares during the
period beginning on and including the date of the Definitive
Agreement through and including the date that is twelve (12) months
after the final closing of the Definitive Agreement (the “
First Lock-Up Period ”). At the expiration
of the First Lock-Up Period the Stockholder shall be entitled to
sell, assign, transfer, pledge, hypothecate, or otherwise dispose
of a number of Shares equal to one-half (1/2) of the Shares subject
to this Lock-Up Agreement. The remaining one-half (1/2)
of the Shares shall be restricted from transfer for a period of
eighteen (18) months following the final closing of the Definitive
Agreement (the “ Second Lock-Up Period
”).
In the event that at any time following the
expiration of the First Lock-Up Period, the Company’s Common
Stock is trading at a price whereby one-half (1/2) of the Shares
have an aggregate value in excess of $100,000, then at the option
of the Company, the Company can require the Stockholder to tender
one-half (1/2) of the Shares for a total price of
$100,000. In the event that at the expiration of the
First Lock-Up Period, the Company’s Common Stock is trading
at a price whereby one-half (1/2) of the Shares have an aggregate
value less than $25,000, then at the option of the Stockholder, the
Stockholder can require the Company pay to the Stockholder a total
price of $25,000 in exchange for the tender of one-half (1/2) of
the Shares back to the Company. Such
In the event that at any time following the
expiration of the Second Lock-Up Period, the Company’s Common
Stock is trading at a price whereby one-half (1/2) of the Shares
have an aggregate value in excess of $100,000, then at the option
of the Company, the Company can require the Stockholder to tender
one-half (1/2) of the Shares for a total price of
$100,000. In the event that at the expiration of the
Second Lock-Up Period, the Company’s Common Stock is trading
at a price whereby one-half (1/2) of the Shares have an aggregate
value less than $25,000, then at the option of the Stockholder, the
Stockholder can require the Company pay to the Stockholder a total
price of $25,000 in exchange for the tender of one-half (1/2) of
the Shares back to the Company.
(b) The
foregoing restrictions are expressly agreed to and preclude the
Stockholder from engaging in any hedging or other transactions
which may lead to or result in a sale of any of the Shares during
the Lock-Up Period, even if such Shares would be sold by someone
other than a Stockholder. Such prohibited hedging or
other transactions would include, without limitation, any short
sale (whether or not against the box), any pledge or any purchase,
sale or grant of any right (including without limitation any put or
call option) with respect to any of the Shares.
(c) The
Stockholder agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent for the Common
Stock against transfers of the Shares, if any, by the Stockholder
in
