EXHIBIT 10.7
LEAKOUT AGREEMENT
February 2, 2001
To: Digi Link Technologies, Inc.
00 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Common Shares
To Whom It May Concern:
The undersigned is the owner ("Record Owner") of 560,252 shares of the
restricted common stock of Digi Link Technologies, Inc., (the "Company",
formerly IR Operating Corporation), par value $.001 per share (the "Shares"),
which Shares are evidenced by one or more certificate number(s), which are set
forth below. In consideration of and as an inducement to Digi Link Technologies,
Inc. to enter into an Agreement and Plan of Reorganization ("Merger Agreement")
with IR Operating Corporation, the undersigned hereby agrees, among other things
enumerated below, not to sell 70% of the Shares ("Leakout Shares") or otherwise
transfer the Leakout Shares except as provided herein. The undersigned further
agrees that the restriction on the transfer of the Leakout Shares relates to the
certificates evidencing the Leakout shares referenced above and to any other
certificates which may be issued in the future which evidence the Record Owner's
ownership of the Leakout Shares or the ownership of the Shares by any transferee
of the Leakout Shares who acquired same by operation of law. In connection with
the foregoing, the undersigned agrees as follows:
1. The Record Owner has full power and authority to enter into this
Agreement and to restrict the transferability and salability of the Leakout
Shares as provided herein.
2. The Record Owner's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement pertaining to such
Shares, and will not conflict with, result in a breach of, or constitute a
default under any instrument to which Record Owner is a party.
3. The Record Owner owns the Leakout Shares and represents that they are
free and clear of any and all liens and encumbrances.
4. Beginning on the Effective Date as defined in the Merger Agreement, a
copy of which is attached hereto as Exhibit "A" and for a period of 6 months
thereafter, the Record Owner agrees not to sell any Leakout Shares in any
calendar month without the prior written consent of the Company.
5. The Record Owner agrees not to make any private transfer of any of the
Leakout Shares unless the transferee agrees in writing to be bound by the
restrictions contained herein, and unless the transaction otherwise complies
with all applicable provisions of the Federal and State Securities laws.
6. The Record Owner agrees that the restrictions described herein will be
placed on the following stock certificate(s) issued to the Record Owner.
7. Certificate no. Amt. Shares 560,252
Very truly yours,
/s/: Xxxxxx Xxx
---------------
Xxxxxx Xxx
Xxxxxx Xxx
--------------
(Printed Name)
13
EXHIBIT 10.7
LEAKOUT AGREEMENT
February 2, 2001
To: Digi Link Technologies, Inc.
00 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Common Shares
To Whom It May Concern:
The undersigned is the owner ("Record Owner") of 225,009 shares of the
restricted common stock of Digi Link Technologies, Inc., (the "Company",
formerly IR Operating Corporation), par value $.001 per share (the "Shares"),
which Shares are evidenced by one or more certificate number(s), which are set
forth below. In consideration of and as an inducement to Digi Link Technologies,
Inc. to enter into an Agreement and Plan of Reorganization ("Merger Agreement")
with IR Operating Corporation, the undersigned hereby agrees, among other things
enumerated below, not to sell the Shares or otherwise transfer Shares except as
provided herein. The undersigned further agrees that the restriction on the
transfer of the Shares relates to the certificates referenced above and to any
other certificates which may be issued in the future which evidence the Record
Owner's ownership of the Shares or the ownership of the Shares by any transferee
of the Shares who acquired same by operation of law. In connection with the
foregoing, the undersigned agrees as follows:
1. The Record Owner has full power and authority to enter into this
Agreement and to restrict the transferability and salability of the Shares as
provided herein.
2. The Record Owner's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement pertaining to such
Shares, and will not conflict with, result in a breach of, or constitute a
default under any instrument to which Record Owner is a party.
3. The Record Owner owns the Shares and represents that they are free and
clear of any and all liens and encumbrances.
4. Beginning on the Effective Date as defined in the Merger Agreement, a
copy of which is attached hereto as Exhibit "A" and for a period of 6 months
thereafter, the Record Owner agrees not to sell any Shares in any calendar month
without the prior written consent of the Company.
5. The Record Owner agrees not to make any private transfer of any of the
Shares unless the transferee agrees in writing to be bound by the restrictions
contained herein, and unless the transaction otherwise complies with all
applicable provisions of the Federal and State Securities laws.
6. The Record Owner agrees that the restrictions described herein will be
placed on the stock certificate(s) issued to the Record Owner.
7. Certificate no. 3406 Amt. Shares 255,009
Very truly yours,
/s/: Xxxx Xxxxx
---------------
Xxxx Xxxxx
Xxxx Xxxxx
---------------
(Printed Name)
14
EXHIBIT 10.7
LEAKOUT AGREEMENT
February 2, 2001
To: Digi Link Technologies, Inc.
00 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Common Shares
To Whom It May Concern:
The undersigned is the owner ("Record Owner") of 172,940 shares of the
restricted common stock of Digi Link Technologies, Inc., (the "Company",
formerly IR Operating Corporation), par value $.001 per share (the "Shares"),
which Shares are evidenced by one or more certificate number(s), which are set
forth below. In consideration of and as an inducement to Digi Link Technologies,
Inc. to enter into an Agreement and Plan of Reorganization ("Merger Agreement")
with IR Operating Corporation, the undersigned hereby agrees, among other things
enumerated below, not to sell the Shares or otherwise transfer Shares except as
provided herein. The undersigned further agrees that the restriction on the
transfer of the Shares relates to the certificates referenced above and to any
other certificates which may be issued in the future which evidence the Record
Owner's ownership of the Shares or the ownership of the Shares by any transferee
of the Shares who acquired same by operation of law. In connection with the
foregoing, the undersigned agrees as follows:
1. The Record Owner has full power and authority to enter into this
Agreement and to restrict the transferability and salability of the Shares as
provided herein.
2. The Record Owner's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement pertaining to such
Shares, and will not conflict with, result in a breach of, or constitute a
default under any instrument to which Record Owner is a party.
3. The Record Owner owns the Shares and represents that they are free and
clear of any and all liens and encumbrances.
4. Beginning on the Effective Date as defined in the Merger Agreement, a
copy of which is attached hereto as Exhibit "A" and for a period of 6 months
thereafter, the Record Owner agrees not to sell any Shares in any calendar month
without the prior written consent of the Company.
5. The Record Owner agrees not to make any private transfer of any of the
Shares unless the transferee agrees in writing to be bound by the restrictions
contained herein, and unless the transaction otherwise complies with all
applicable provisions of the Federal and State Securities laws.
6. The Record Owner agrees that the restrictions described herein will be
placed on the stock certificate(s) issued to the Record Owner.
7. Certificate no. 3408 Amt. Shares 172,940
Very truly yours,
/s/: Xxxxx Xxxx
---------------
Xxxxx Xxxx
Xxxxx Xxxx
---------------
(Printed Name)
15
