LOCKUP AGREEMENT
This AGREEMENT (this “ Agreement
”) is made as of the 3rd day of June, 2008, by James P.
Collas (“ Holder ”), in connection with his
ownership of shares of common stock, $.001 par value (“
Common Stock ”), of IdeaEdge, Inc., a Colorado
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 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 a
subscription agreement (“ Subscription Agreement
”) with subscribers (“ Subscribers ”)
to convertible Preferred Stock which are convertible into shares
of the Company’s Common Stock (“ Preferred
Stock ”) and warrants which may be exercised for
shares of the Company’s Common Stock (“
Warrants ”). Holder understands that, as a
condition to proceeding with the above offering, the Subscribers
have required, and the Company has agreed to obtain on behalf of
such Subscribers, an agreement from Holder to refrain from
selling any securities of the Company from the date of the
Subscription Agreement until the earlier of (i) the repayment
and/or conversion into Common Stock of not less than two-thirds
(2/3) of the principal amount of all Preferred Stock issued to
the Subscribers pursuant to the Subscription Agreement held by
the Subscribers into shares of Common Stock; and (ii) one year
after the Closing Date (as defined in the Subscription
Agreement), which period will be tolled during the pendency of
an Event of Default (as defined in the Preferred Stock) (the
“ Restriction Period ”), except as described
below.
2.
Share Restriction .
(a)
Holder hereby agrees that during the Restriction
Period, Holder will not sell 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
stockholders of the Company in connection with a 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 or exchangeable for Common Stock is subject to the
provisions of this Agreement.
(c)
Notwithstanding the foregoing restrictions on
transfer, Holder may, at any time and from time to time during
the Restriction Period, 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 Holder, provided that any such transfer
shall not involve a disposition for value, or (iii) to a
partnership of which Holder is the general partner, provided,
that, in the case of any gift or transfer described in clauses
(i), (ii) or (iii), each donee or transferee agrees in writing
to be bound by the terms and conditions contained herein in the
same manner as such terms and conditions apply to the
undersigned. For purposes hereof, “immediate
family” means any relationship by blood, marriage or
adoption, not more remote than first cousin.
3.
Miscellaneous .
(a)
At any time, and from time to time, after the
signing of this Agreement, Holder will execute such additional
instruments and take such action as may be reasonably requested
by Subscribers to carry out the intent and purposes of this
Agreement.
(b)
This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any
action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought
only in the state courts of New York or in the federal courts
located in the City and State of New York. The parties to
this Agreement hereby irrevocably waive any objection to
jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens . The
parties executing this Agreement and other agreements referred
to herein or delivered in connection herewith agree to submit to
the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable
attorneys’ fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or
enforceability of any other provision of any agreement.
(c)
The restrictions on transfer described in this
Agreement are in addition to and cumulative with any other
restrictions on transfer otherwise agreed to by Holder or to
which Holder is subject to by applicable law.
(d)
This Agreement shall be binding upon Holder, its
legal representatives, successors and assigns and may not be
amended or modified without the consent of the Subscribers as
determined pursuant to Section 13(h) of the Subscription
Agreement.
(e)
This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be deemed
an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be signed and
delivered by facsimile and such facsimile signed and delivered
shall be enforceable.
(f)
The Company agrees not to take any action or
allow any act to be taken which would be inconsistent with this
Agreement. The Company hereby further agrees to diligently
enforce the terms of this Agreement and acknowledges that
failure to do so is an Event of Default under the Preferred
Stock.
(g)
All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable
overnight courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified
most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours
where such notice is to be received), (b) on the first business day
following the date deposited with an overnight courier service with
charges prepaid, or (c) on the third business day following the
date of mailing pursuant to subpart (a)(ii) above, or upon actual
receipt of such mailing, whichever shall first occur.
IN WITNESS WHEREOF, and intending to be legally bound
hereby, Holder and the Company have executed this Agreement as of
the day and year first above written.
HOLDER:
James P. Collas
8,839,473
Number of Shares of Common Stock Beneficially Owned and
as more fully described below if not in the form of shares of
Common Stock
COMPANY:
IDEAEDGE, INC.
By:
Jonathan Shultz
LOCKUP AGREEMENT
This AGREEMENT (this “ Agreement
”) is made as of the 3rd day of June, 2008, by Chris
Nicolaidis (“ Holder ”), in connection with
his ownership of shares of common stock, $.001 par value
(“ Common Stock ”), of IdeaEdge, Inc., a
Colorado corporation (the “ Company ”).
NOW, THEREFORE, for good and valuable
consideration, the sufficiency and receipt of which
consideration are hereby acknowledged, Holder agrees as
follows:
4.
Background .
(a)
Holder is the beneficial owner of the amount of
shares of 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 a
subscription agreement (“ Subscription Agreement
”) with subscribers (“ Subscribers ”)
to convertible Preferred Stock which are convertible into shares
of the Company’s Common Stock (“ Preferred
Stock ”) and warrants which may be exercised for
shares of the Company’s Common Stock (“
Warrants ”). Holder understands that, as a
condition to proceeding with the above offering, the Subscribers
have required, and the Company has agreed to obtain on behalf of
such Subscribers, an agreement from Holder to refrain from
selling any securities of the Company from the date of the
Subscription Agreement until the earlier of (i) the repayment
and/or conversion into Common Stock of not less than two-thirds
(2/3) of the principal amount of all Preferred Stock issued to
the Subscribers pursuant to the Subscription Agreement held by
the Subscribers into shares of Common Stock; and (i
