Exhibit 10.8
POSEIDIS, INC.
The undersigned hereby agrees that for a period commencing on August 26,
2005 and expiring on the later of (a) the date that all amounts owed to Cornell
Capital Partners, LP (the "Investor"), or any successors or assigns, under the
Secured Convertible Debentures issued to the Investor pursuant to the Securities
Purchase Agreement between Poseidis, Inc. (the "Company") and the Investor dated
August 26, 2005 have been paid or (b) the termination of the Standby Equity
Distribution Agreement dated August 26, 2005 between the Company and the
Investor (the "Lock-up Period"), he, she or it will not, directly or indirectly,
without the prior written consent of the Investor, issue, offer, agree or offer
to sell, sell, grant an option for the purchase or sale of, transfer, pledge
(except to the Investor), assign, hypothecate, distribute or otherwise encumber
or dispose of any securities of the Company, including common stock or options,
rights, warrants or other securities underlying, convertible into, exchangeable
or exercisable for or evidencing any right to purchase or subscribe for any
common stock (whether or not beneficially owned by the undersigned), or any
beneficial interest therein (collectively, the "Securities") except in
accordance with the volume limitations set forth in Rule 144(e) of the General
Rules and Regulations under the Securities Act of 1933, as amended.
In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.
Dated: August 26, 2005
Signature
/s/ Xxxxx Xxxxxx dit Xxxxx
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Name: Xxxxx Xxxxxx dit Xxxxx
Address: 000 Xx Xx Xxxxxxxxxxx Xxxxx,
Xxxxxxxxx 0000
Xxxxxxxx X0X0X0
XX XXXXXX
