Rupert Ireland
Exhibit 3
Rupert Ireland
0000 0xx Xxxxxx, Xxxxx 00
Xxxxx Xxxxxx, XX 00000
June 26, 2014
Xx. Xxxxxx X. Xxxxxx
000 X. Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Re: Lock-Up Agreement
Dear Xx. Xxxxxx:
Rupert Ireland, as the buyer (“Ireland”), and Xx. Xxxxxx X. Xxxxxx, as the seller (“Xxxxxx”), have entered into a Stock Purchase Agreement dated June 20, 2014 (the “Purchase Agreement”), providing for the purchase of 28,000,000 shares (the “Shares”) of common stock, par value $0.001 (“Common Stock”), of Virtus Oil & Gas Corp. The Shares are collectively referred to herein as the “Securities.”
Ireland hereby agrees that, without the prior written consent of Xxxxxx, he will not, during the period commencing on the date hereof and ending on June 26, 2016 (such period, the “Lock-Up Period”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.
The restrictions on trading or sales activity during the Lock-Up Period, as set forth herein, are referred to as the “Lock-Up”. Notwithstanding anything to the contrary set forth herein, Xxxxxx agrees that the Lock-Up shall be waived, and Ireland may engage in a potential sale of shares in order to secure further funding or partnerships to benefit Virtus Oil & Gas Corp. or to secure a loan in order to repay the Promissory Note issued by Ireland, payable to the order of Xxxxxx. In either instance, written permission must be obtained from Xxxxxx, prior to any transaction taking place.
Ireland confirms that this Lock-Up Agreement is irrevocable and shall be binding. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.
Very truly yours,
/s/ Rupert Ireland
Name: Rupert Ireland