clickNsettle.com, Inc.
4400 Biscayne Boulevard
Suite 950
Miami, FL 33137
The undersigned, a
holder of equity interests of Cardo Medical, LLC (“
Company ”), desires that the Company merge (the
“ Merger ”) with and into a wholly-owned
subsidiary of clickNsettle.com, Inc. (“ Parent
”). For good and valuable consideration, the undersigned is
entering into this agreement (this “ Lock-Up Letter
Agreement ”) and hereby irrevocably agrees that following
the closing of the Merger, and until the second anniversary of
closing of the Merger (the “ Lock-Up Period End Date
”), the undersigned will not, directly or
indirectly:
(1) offer for
sale, sell, pledge or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to,
result in the disposition by any person at any time in the future
of) any shares of Parent’s Common Stock, par value $.001, or
any other securities of Parent convertible into or exercisable or
exchangeable for any shares of such Common Stock which are owned as
of the date of this Lock-Up Letter Agreement (collectively, the
“ Shares ”), including, without limitation,
Shares that may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission and Shares that may be
issued upon exercise of any options or warrants, or securities
convertible into or exercisable or exchangeable for
Shares;
(2) enter
into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or risks
of ownership of Shares, whether any such transaction is to be
settled by delivery of Shares or other securities, in cash or
otherwise;
(3) make any
demand for or exercise any right or cause to be filed a
registration statement, including any amendments thereto, with
respect to the registration of any Shares or any other securities
of Parent; or
(4) publicly
disclose the intention to do any of the foregoing, for a period
commencing on the date of the closing of the Merger and ending on
the Lock-Up Period End Date.
The restrictions
on the actions set forth in sections (1) through
(4) above shall not apply to: (a) transfers of Shares as
a bona fide gift; (b) transfers of Shares to any trust,
partnership, limited liability company or other entity for the
direct or indirect benefit of the undersigned or the immediate
family of the undersigned; (c) transfers of Shares to any
beneficiary of the undersigned pursuant to a will, trust instrument
or other testamentary document or applicable laws of descent;
(d) transfers of Shares to the Company; or
(e) transfers
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