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Schedule
“C”
LOCKUP/LEAK-OUT
AGREEMENT
THIS
LOCKUP AGREEMENT dated as of 3-20-2007 (the "Agreement") is made
by and between Rochester Capital Partners, LP., a California
corporation (hereinafter referred to as the "Company"), and 221
Fund, LLC (hereinafter, referred to herein as the “Selling
Shareholder”).
W I T N E S S E T
H:
WHEREAS , pursuant to the terms and conditions of a
certain Share Purchase Agreement by and between
SalesRepCentral.Com, Inc., and 221 Fund, LLC., a Florida limited
liability company, dated as of the date hereof among the Selling
Shareholder and the Company (the "Share Purchase Agreement"), the
Company has agreed to issue to the Selling Shareholder one million
(1,000,000) shares of common stock, as more fully described in said
Share Purchase Agreement; and
WHEREAS , to induce the Company to execute and deliver
the Share Purchase Agreement, the Selling Shareholder has agreed to
(“Lock-up”) not offer for sale, sell assign, pledge,
issue, distribute, grant any option or enter into any contract for
sale of or otherwise dispose of (any such action being hereafter
referred to as a “Transfer”) any shares for a period of
six (6) months from the closing date of the stock purchase
agreement. The selling shareholder further agr
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