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LOCKUP AGREEMENT
THIS LOCKUP AGREEMENT (the "Agreement") is entered
into as of this __ day of ___________, 2008 (the "Effective Date,"
and each anniversary of the Effective Date, an "Anniversary Date")
by and between each shareholder listed on Exhibit A (the
"Shareholder") and Angstrom Technologies Corp., a Nevada
corporation (the "Company").
WHEREAS, pursuant to that certain Agreement and
Plan of Merger (the “Merger Agreement”) by and between
the Company, Angstrom Microsystems, Inc. and Angstrom Acquisition
Corp. (the “Merger”), dated as of the date hereof, each
Shareholder acquired shares of the Company's common stock, $0.001
par value per share (the "Common Stock"), all of which shares of
Common Stock shall be subject to this Agreement (such shares of
Common Stock are hereinafter referred to as the "Restricted
Shares"); and
WHEREAS, it was a condition precedent to the
consummation of the Merger that the Shareholder agree to refrain
from selling the Restricted Shares until the occurrence of certain
events and/or the passage of certain dates (all as provided in this
Agreement);
NOW, THEREFORE, in consideration of the foregoing
premises, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Lockup of Shares .
The Shareholder hereby agrees that he will not,
except as provided herein, prior to the second Anniversary Date,
sell (including without limitation in a short sale), transfer,
assign or dispose of (by gift or otherwise) (collectively,
"Transfer"), other than Permitted Transfers, any of the Restricted
Shares (the "Transfer Restriction"). Notwithstanding the
foregoing, the Restricted Shares shall cease to be subject to the
Transfer Restriction in accordance with the following
provision:
(i)
Death or Incapacity . Upon the death
or incapacity of the Shareholder, all of the Restricted Shares
shall immediately cease to be subject to the Transfer
Restriction.
2.
Permitted Transfers to Trusts .
Notwithstanding the Transfer Restriction, Transfers of
Restricted Shares shall be permitted to any member or members of
the Shareholders immediate family, including the spouse, sibling,
child, step child, grandchild and/or parent of the Shareholder
and/or the spouse of any
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