NORPAC TECHNOLOGIES,
INC.
LOCK-UP AGREEMENT
(___________)
THIS LOCK-UP
AGREEMENT (this “Agreement”), is made and entered into
as of July __, 2008 by and among ______________,
(“Executive” or “Holder”)
and NORPAC TECHNOLOGIES INC., a Nevada corporation to be
subsequently named Cellynx Group, Inc. (the
“Company”).
RECITALS
A. The
Company shall be entering into a reverse merger (“Reverse
Merger”) with Cellynx, Inc., a California corporation
(“Target”), and concurrently raising $1.25 million in
equity financing from certain investors
(“Investors”).
B. Executive
is an officer of Target and will hold a significant number of
shares of Company common stock and/or options to purchase Company
common stock following the Reverse Merger (such shares, including
shares underlying unexercised options, shall be referred to as
“Locked Up Shares”).
C. The
Company has requested, and the Executive is willing to agree, to
the lock-up provisions relating to the Locked Up Shares, as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual
promises and covenants herein contained, and other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
AGREEMENT
1.
Lock-Up . For a period of 24 months
following the Reverse Merger, the Holder shall not make a Transfer
of the Locked Up Shares without the written consent of (1) the
majority of the independent members of the Company’s Board of
Directors or (2) all members of the Company’s Board of
Directors (“Lock-Up Restriction”). “
Transfer ” shall mean transfer, sell, assign, pledge,
hypothecate, give, create a security interest in or lien on, place
in trust (voting trust or otherwise), or in any other way encumber
or dispose of, directly or indirectly and whether or not
voluntarily, without the express prior written consent of the
Company. “ Trading Day ” shall mean a
day on which the Company’s common stock is quoted or listed
on a Trading Market. “ Trading Market
” means the following markets or exchanges on which the
Company’s common stock is listed or quoted for trading on the
date in question: the OTC Bulletin Board, the Pink Sheets, the
American Stock Exchange, the New York Stock Exchange, the Nasdaq
National Market or the Nasdaq SmallCap Market.
2.
Injunctive Relief . The Parties agree that a
breach of this Agreement may cause the Investors irreparable harm
for which monetary damages are not adequate. In addition
to all other available legal remedies, the Company shall have the
right to injunctive relief to enforce this Agreement.
(a)
Legends . In addition to any other legends
required to be placed on each outstanding certificate representing
the Locked Up Shares, the Holder hereby agrees that each
outstanding certificate representing the Locked Up Shares during
the Restricted Period shall bear a legend reading substantially as
follows:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY
__, 2008, COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER OR FROM
THE HOLDER OF THIS SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE
MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF
COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.”
(b)
Termination of Restrictive Legends
. &nbs
