6.10.1 Lock-Up Agreement between Xxxxx Xxxxx Riseam, AWG, Ltd. and
Xxxxx, Xxxx and Shire, Inc.
November ______, 1998
Xxxxx Xxxx and Shire, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx & Company, L.L.C.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
AWG, Ltd.
0000 Xxx Xxxxx Xxxx
Xxxx, Xxxxxxxxxx 00000
Gentlemen:
The undersigned holder of five hundred thousand (500,000)
shares of the Series A 6% Preferred Stock, $.001 par value per share (the
"Preferred Stock"), of AWG, Ltd., a Nevada corporation (the "Company"), which
shall in addition also include any shares of Preferred Stock issuable to the
holder upon the exercise of options or warrants, or acquired upon conversion
of any other securities owned by the undersigned holder, in consideration of
the underwriting of a public offering (the "Public Offering") of securities
of the Company by X.X. Xxxxxx & Company, L.L.C. and Xxxxx Xxxx and Shire,
Inc. (the "Underwriters"), hereby irrevocably agrees that for a period
commencing as of the date hereof and thereafter for a continuous period
expiring thirteen (13) months (the "Lock-up Period") from the effective date
(the "Effective Date") of the Company's Registration Statement on Form SB-1
(Registration No. 333-48165) which relates to the Public Offering of its
securities by the Underwriters, the undersigned holder will not offer, sell,
transfer, hypothecate or otherwise depose of any shares of Preferred Stock of
the Company now owned or hereafter acquired, whether beneficially or of
record, by the undersigned holder, including, but not limited to shares of
Preferred Stock acquired upon exercise of options or warrants or acquired
upon conversion of any other securities owned by the undersigned holder
(collectively, the "Securities"), except by means of a private
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transaction in connection with which the proposed transferee agrees in
writing to be bound by all of the provisions of this agreement prior to the
consummation of such private transaction; provided that the foregoing shall
not apply to shares of Preferred Stock acquired by the undersigned in the
Public Offering or to Securities acquired by the undersigned in the after
market after the closing date of the Public Offering.
The undersigned acknowledges that he will cause:
1. A copy of this Agreement to be available from the
Company or the Company's transfer agent upon request
and without charge;
2. A notice to be placed on the face of each certificate
for the Securities stating that the transfer of the
Securities is restricted in accordance with the
conditions set forth on the reverse side of the
certificate; and
3. A typed legend to be placed on the reverse side of each
certificate representing the Securities which states
that the sale or transfer of the Securities is subject
to certain restrictions pursuant to a Lock-up Agreement
between the shareholder, the Company and the
Underwriters, which agreement is on file with the
Company and the stock transfer agent, from which a copy
is available upon request and without charge.
4. A copy of this Agreement to be filed with NASD
Regulation, Inc., Corporate Financing Department.
It is further understood and agreed by the undersigned that
the 500,000 shares of Preferred Stock being included for registration in the
Public Offering will not be offered for sale during the Lock-up Period.
Upon the expiration of the Lock-up Period any NASD member
acquiring the released shares of Preferred Stock shall notify the NASD of the
Lock-up release and disclose the purchase price and other material terms of
the sale of such released shares.
Notwithstanding anything to the contrary in this Agreement,
this Agreement shall terminate upon the termination of the Letter of Intent
dated November 25, 1997 between the Company and the Underwriters relating to
the Public Offering in accordance with the provisions of the Letter of Intent
or, if the Company
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and the Underwriters enter into an underwriting agreement with respect to the
Public Offering, upon termination of the underwriting agreement without
consummation of the Public Offering.
This Agreement may be executed in multiple counterparts and on
facsimile paper and by facsimile transmission as necessary. When each of the
parties has signed and delivered at least one such counterpart, each
counterpart will be deemed an original and, when taken together with the
other signed counterpart(s), shall constitute one fully executed copy of this
Agreement, which shall be binding upon and effective as to the parties
according to its terms.
Very truly yours,
----------------------------
Name: Xxxxx Xxxxx Riseam
Address: 000 Xxxx Xxxx
Xxxxxxx Xxxx
Xxxxxxx TW 12 1 HR
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Acknowledged and Agreed:
XXXXX XXXX AND SHIRE, INC.
By:
---------------------------------
Xxxxxxxx Xxx Khan, President
X.X. XXXXXX & COMPANY, L.L.C.
By:
-------------------------------
Xxxxxxx Xxxxx, Director of
Investment Banking
AWG, LTD.
By:
-----------------------------------
Xxxx X. Xxxxxxxx, President
