Exhibit
99.1
REDEMPTION, LOCK-UP AND VESTING AGREEMENT
This Redemption,
Lock-up and Vesting
Agreement (the
"Agreement") is
made and entered into as of the 1st day of November 2006 by and between
Environmental Service Professionals, Inc., a Nevada corporation
(the "Company"),
and the individual
shareholders
of the Company listed on Schedule 1 hereto
(collectively the "Executive"), with respect to the following
facts:
R E C I T A L S
WHEREAS, the
Executive is the record owner of the shares of the
Company's common stock
(the "Shares")
noted in Schedule 1 of
this Agreement,
which represents
a portion of their
overall ownership of securities in the
Company.
WHEREAS, the
Executive and the Company desire to enter into an
agreement which provides for a redemption of a portion of the
Shares and lock-up
of the balance of the Shares in order to facilitate the Company's ability to
raise capital.
WHEREAS, in
consideration
for permitting the Company to redeem and
lock-up the Shares the
Company has agreed to attach piggyback registration
rights to the Shares as the Shares are released from the
lock-up.
NOW, THEREFORE,
for good and valuable
consideration
the receipt and
sufficiency to which are hereby acknowledged by the parties to this
Agreement,
and in light of the
above recitals
to this Agreement, the parties to this
Agreement hereby agree as follows:
1.
REDEMPTION OF SHARES.
Effective on the date first above written, the Executive will submit
the stock certificate(s) representing the number of Shares set
forth on Schedule
1 to this Agreement to
the Company, with
stock transfer
powers endorsed and
attached for submission to the Company's transfer agent for cancellation. The
Company will instruct
the transfer agent to
record the
cancellation of
those
Shares on the stock registry records of the Company.
The balance of the
Shares
will be subject to the lock-up and escrow in accordance with Section 2 of this
Agreement.
2.
LOCK-UP AND ESCROW OF SHARES.
Subject to Section 6 of this Agreement, the Shares listed on
Schedule 2
of this Agreement will
be subject to the escrow, lock-up and release schedule
set forth on Schedule 2 of this Agreement. The lock-up periods indicated on
Schedule 2 are
referred to herein as the "Lock-up Period." During the Lock-up
Period, the
Executive will not, without the prior written consent of the
Company, directly or
indirectly, (i) offer,
sell, offer to sell,
contract to
sell, hedge,
pledge, sell any option or contract to
purchase, purchase any
option or contract to
sell, grant any
option, right or
warrant to purchase or
sell (or announce
any offer,
sale, offer of sale, contract of sale, hedge,
pledge, sale of any
option or contract to
purchase, purchase of
any option or
contract of sale,
grant of any
option, right or warrant to purchase or
other
sale or disposition),
or otherwise transfer or 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),
any securities of
the
Company or securities of the Company into or for which a security
of the Company
may be converted,
exercised or exchanged, whether by operation of law or
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otherwise (each, a "Successor Security"), beneficially owned,
within the meaning
of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"),
by the Executive on the date of this
Agreement or
hereafter
acquired or (ii) enter into any swap or other agreement or any
transaction that
transfers, in whole or in part, directly or indirectly, the
economic consequence
of ownership of any security of the Company or Successor
Security, whether any
such swap or transaction described in clause (i) or (ii)
above is to be settled
by delivery
of any security of the Company or Successor Security.
Notwithstanding the
foregoing,
the Executive may
transfer any security of the
Company or Successor
Security (i) as a bona fide gift or gifts, provided that
prior to such transfer the donee or donees thereof agree in writing to be
bound
by the restrictions set forth herein, (ii) to any trust, partnership,
corporation or other
entity formed for the direct or indirect
benefit of the
undersigned or the immediate family of the undersigned, provided that prior to
such transfer
a duly authorized officer, representative or trustee of such
transferee agrees in
writing to be bound by the restrictions set forth herein,
and provided further
that any such transfer shall not involve a disposition for
value, (iii) if such
transfer occurs by operation of law, such as rules of
descent and
distribution,
statutes governing the effects of a merger or a
qualified domestic
order, provided that prior to such
transfer the transferee
executes an agreement
stating that the
transferee is receiving and holding any
security of the Company or Successor Security subject to the provisions
of this
Agreement, or (iv) in a private transaction, provided that the transfer is
made
in compliance with
applicable
securities
laws and the
transferee
agrees in
writing to be bound by the provisions of this Section 2. For purposes
hereof,
"immediate family"
means any relationship by blood, marriage or adoption, not
more remote than first cousin. Shares subject to the lock-up
under Section 2 of
this Agreement
will be held in
escrow by Company corporate legal counsel,
endorsed with signed stock transfer powers having bank medallion guarantee on
the signatures. The
escrow agent will release the stock certificates evidencing
Shares released
from the lock-up in accordance with this Agreement to the
Executive entitled to them, subject to Section 6 of this
Agreement.
3.
PIGGYBACK REGISTRATION RIGHTS.
With respect to Shares
that are released from the lock-up and the
escrow pursuant
to Section 2 of this
Agreement,
subject to Section 6
of this
Agreement ("Registrable Securities"), if the Company determines to
register any
of its securities for its own account, other than a registration
relating solely
to employee benefit
plans or a
registration relating
solely to a
transaction
pursuant to Rule 145
promulgated under the
Securities Act or a registration on
any registration
form which does not
permit secondary
sales, the Company will
promptly give
the Executive written notice thereof and include in such
registration (and any
related qualification under blue sky laws) and in any
underwriting involved
therein, the number of
shares of Registrable
Securities
specified in a written request made by the Executive within ten (10) days after
receipt of such
written notice from
the Company (the
"Piggyback
Registration
Right").
Notwithstanding
anything else
herein to the contrary, if the
representative of the underwriters in any underwritten registration advises the
Company in writing that marketing factors require a limitation of
the number of
Registrable Securities
to be underwritten,
the representative may
(subject to
the limitations set
forth below) exclude all Registrable Securities from, or
limit the number of Registrable Securities to be included in, the
registration
and underwriting. In
connection with any such registration, the Company, the
Executive, and any
underwriters
participating
therein, shall enter into an
indemnification
agreement with such
terms and conditions
as are customary
in
similar transactions,
provided that in no event shall the liability of the
Executive pursuant to such indemnity exceed the gross proceeds from
the offering
received by such holder.
4.
COMPANY RIGHT OF FIRST REFUSAL.
Before there can be a valid sale or transfer of any of the Shares,
the
Executive must first offer his Shares to the Company in the
following manner:
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(a) DELIVERY
OF NOTICE.
The Executive
shall deliver a notice
("Initial Notice") in
writing in the
manner set forth in Section 8 below to the
Secretary of the
Company stating
the price, terms and conditions of the proposed sale or
transfer, and the
identity of the proposed purchaser. For a period of ten (
