|
EXHIBIT 10.4
LOCKUP AGREEMENT
This AGREEMENT (the
“Agreement”) is made as of the 5th day of
December, 2007, by ______ (“Holder”), maintaining
an address at c/o Rim Semiconductor Company, 305 NE 102
nd
Avenue, Suite 350, Portland, Oregon 97220, telecopier: (503)
257-6700, in connection with his ownership of shares of Rim
Semiconductor Company, a Utah corporation (the
“Company”).
NOW, THEREFORE, for good
and valuable consideration, the sufficiency and receipt of
which consideration are hereby acknowledged, Holder agrees as
follows:
1.
Background .
a. Holder
is the beneficial owner of the amount of shares of the Common
Stock, $.001 par value, of the Company (“Common
Stock”) designated on the signature page
hereto.
b. Holder
acknowledges that the Company has entered into or will enter
into at or about the date hereof agreements with subscribers
to the Company’s Notes, convertible into Common Stock
and Warrants (the
“Subscribers”). Holder understands
that, as a condition to proceeding with the Offering, the
Subscribers have required, and the Company has agreed to
obtain on behalf of the Subscribers an agreement from the
Holder to refrain from selling any securities of the Company
from the date of the Subscription Agreement until one year
after the Actual Effective Date (as defined in the
Subscription Agreement) (the “Restriction
Period”).
2.
Sale Restriction .
a. Holder
hereby agrees that during the Restriction Period, the Holder
will not sell, transfer or otherwise dispose of any shares of
Common Stock or any options, warrants or other rights to
purchase shares of Common Stock or any other security of the
Company which Holder owns or has a right to acquire as of the
date hereof, other than in connection with an offer made to
all shareholders of the Company in connection with merger,
consolidation or similar transaction involving the
Company. Holder further agrees that the Company is
authorized to and the Company agrees to place “stop
orders” on its books to prevent any transfer of shares
of Common Stock or other securities of the Company held by
Holder in violation of this Agreement. The Company
agrees not to allow to occur any transaction inconsistent
with this Agreement.
b. Any
subsequent issuance to and/or acquisition by Holder of Common
Stock or options or instruments convertible into Common Stock
will be subject to the provisions of this
Agreement.
c. Notwithstanding
the foregoing restrictions on transfer, the Holder may, at
any time and from time to time during the Restriction Period,
exercise options, warrants or other rights to purchase
securities of the Company, and may transfer the Common Stock
(i) as bona fide gifts or transfers by will or intestacy,
(ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the Holder, provided
that any such transfer shall not involve a disposition for
value, (iii) to a partnership which is the general partner of
a partnership of which the Holder is a general
partn
|
