C AND E HOLDINGS Inc
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
March 15, 2000
Xxxxxx X. Xxxxx
0000 Xxxx Xxxx. N.W.
Canton, Ohio 44718
Re: Lock-Up Agreement with C and E Holdings, Inc.
Gentlemen,
In consideration of the sale to the holder by C and E Holdings, Inc.,
(Company) of its Common Stock ($.001 par value), the undersigned holder
warrants, covenants and agrees for the benefit of the Company not to sell, offer
to sell, solicit an offer to buy, contract to sell, make any short sale, pledge,
xxxxx, xxxxx any option to purchase, or otherwise transfer or dispose of, any
shares of Common stock, or any securities convertible into or exercisable or
exchangeable for Common Stock, owned directly or beneficially by the undersigned
or with respect to which the undersigned has the power of disposition, except in
connection with or following a completed merger or acquisition by the Company
and the Company is no longer classified as a blank check company pursuant to
Section 7 (b) (3) of the Securities Act of 1933, as amended.
An attempt to sell, transfer or any type of disposition of the shares shall
be a violation of this letter agreement and shall be ineffective and null and
void.
In furtherance of the foregoing, the holder agrees to; (1) delivery his
shares to the Company for safe keeping; (2) allow the Company to advise its
Transfer Agent not to transfer said securities and (3) authorize the company to
deliver a copy of this Agreement to the transfer agent with instructions to
decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Agreement.
This Agreement shall be binding upon the holder, its agents, heirs,
successors, assignees and beneficiaries.
A waiver of the terms and conditions of this agreement must be in writing
and executed by the proper officer of the Company and the holder.
If there is a breach or threatened breach of this Agreement, the holder
agrees that there is no adequate remedy at law and said breach will cause
irreparable damage. Accordingly, the holder agrees that the Company is entitled
to the issuance of an immediate injunction without notice to restrain the breach
or threatened breach. This remedy is not exclusive and the holder agrees that
the Company and third party beneficiaries shall be entitled to seek other
remedies including a claim for other remedies, including money damages.
THE HOLDER
/s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
Constituting 1,000,000 shares certificate(s)
2
