LOCK-UP AND SHARE RELEASE AGREEMENT

  EXHIBIT 10.1   LOCK-UP AND SHARE RELEASE AGREEMENT

This Lock-Up and Share Release Agreement (“Agreement”) is entered into on this 29th day of August, 2008 (the “Effective Date”), by and between AdEx Media Inc., a Delaware corporation (the “Company”) and Bay Harbor Marketing, LLC, a California limited liability company (“Bay Harbor”).
RECITALS
WHEREAS, the Company and Bay Harbor have entered into that certain Asset Purchase Agreement dated August 29, 2008 (the “Purchase Agreement”) by and between the Company, Bay Harbor and Kevin Dufficy as representative member of Bay Harbor (“Dufficy”) pursuant to which the Company has purchased substantially all of the assets of Bay Harbor in consideration of the payment of certain sums in cash to Bay Harbor and in consideration of the issuance of certain restricted shares of the Company’s common stock (the “Shares”) to Bay Harbor as set forth in the Purchase Agreement; and
WHEREAS, as an inducement for the Company to issue the Shares and Bay Harbor to accept the Shares, Bay Harbor and the Company desire to enter into this Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the representations and warranties herein contained, the Company and Bay Harbor agree as follows:
Shares.  For purposes of this Agreement, the Shares shall include:  (a) fifty thousand (50,000) restricted shares of the Company’s common stock to be issued to Bay Harbor at the Closing of the asset purchase transaction contemplated by the Purchase Agreement (the “Closing Shares”) as more fully set forth in Section 2.3.1(b) of the Purchase Agreement; and (b) one hundred fifty thousand  (150,000) restricted shares of the Company’s common stock to be issued to the Escrow Agent identified in the Purchase Agreement and held in the name of Bay Harbor at the Closing and subject to the Earn Out provisions of the Purchase Agreement, (the “Earn Out Shares”) as more fully set forth in Section 2.3.1(e) of the Purchase Agreement.   Lock-Up.   Bay Harbor agrees that, except as provided below, without the prior written consent of the Company, Bay Harbor will not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of (each, a “Disposition”) any of the Shares for a period of one (1) year from the date of issuance and thereafter according to the Schedule below (the “Lock-Up Period”).  The foregoing restriction, which is expressly intended to preclude Bay Harbor from engaging in any transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period, shall terminate on the earlier of a Change in Control event or the expiration of the Lock-Up Period.       1

      For purposes of this Agreement, “Change in Control” means (a) a sale or other disposition of all or substantially all of the assets of the Company; (b) a merger or consolidation in which the Company is not the surviving entity and in which the shareholders of the Company immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction; (c) a reverse merger in which the Company is the surviving entity but the shares of the Company’s Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the shareholders of the Company immediately prior to such merger own less than fifty percent (50%) of the Company’s voting power immediately after the transaction; (d) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged.    Share Release.  Bay Harbor and the Company agree that the Shares will be subject to the following lock-up and release schedule (the “Schedule”):
 

Representations and Warranties.  Bay Harbor represents and warrants to the Company that:   Purchase for Own Account for Investment.  Bay Harbor is investing in the Shares for its own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act of 1933, as amended (the “1933 Act”).  Bay Harbor has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Bay Harbor has any beneficial ownership of any of the Shares.   Accredited Investor/Net Worth.  Bay Harbor represents that Bay Harbor is an “accredited investor” as that term is defined in SEC Rule 501(a) of Regulation D, 17 C.F.R. 230.501(a)  and that Bay Harbor (a) has adequate net worth and means of providing for its current financial needs and possible contingencies, (b) has no need for liquidity in this investment, (c) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and (d) is able to bear the risk of losing its entire investment in the Shares.     2

      Not An Underwriter.  Bay Harbor is not an underwriter or dealer in the Shares, and Bay Harbor is not participating, pursuant to a contractual agreement, arrangement or understanding, in a distribution of the Shares. &n