Greenwich AG
Xxxxx Xxxx 00
00000 Xxxxxxx, Xxxxxxx
LOCK-UP AGREEMENT
June 4, 1999
Venturi Technologies, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxx, Xxxx 00000
Re: Greenwich, A.G. Lock-up
Gentlemen:
Concurrently with the execution of this Lock-Up Agreement,
Greenwich, A.G. is acquiring from Venturi Technologies, Inc., a Nevada
corporation (the "Company") 1,600,000 shares of $0.001 par value Common Stock
of the Company (the "Shares"). In connection with the acquisition of the
Shares, Greenwich has agreed to certain transfer restrictions as set forth
herein. Greenwich acknowledges that such action will be of material benefit
to the Company and the undersigned as a beneficial owner of the Company's
securities.
In consideration of the foregoing, Greenwich confirms its agreement
that it will not, without your prior written approval, offer for sale, sell,
pledge, hypothecate or otherwise dispose of, directly or indirectly, any of
the shares of the Company's common stock which it may own legally or
beneficially as set forth on EXHIBIT "A" attached hereto and made a part
hereof ("Shares"), in any manner whatsoever whether pursuant to SEC Rule 144
or otherwise, prior to the date that is six months after the Closing.
Thereafter, the Shares shall be released from the provisions of this Lock-Up
Agreement at a rate of Fifty Two Thousand Six Hundred Thirty Two (52,632)
shares per month, provided, however, that all the Shares subject to this
Lock-Up shall be immediately released from this Lock-Up on the one year
anniversary of the Closing.
I further understand that the Company will take such steps as may be
necessary to enforce the foregoing provisions and restrict the sale or
transfer of the Shares as provided herein including, but not limited to,
notification to the Company's transfer agent regarding any such restrictions
and having the transfer agent place a restrictive legend on the physical
certificates representing the Shares reflecting the existence of the Lock-Up
Agreement and its restrictions on transfer; and I hereby agree to and
authorize any such actions and acknowledge that the Company and you are
relying upon this agreement in taking any such actions.
Very truly yours,
GREENWICH, A.G.
By: /s/ XXXXXX XXXXXXX
---------------------------------------
XXXXXX XXXXXXX, Chief Executive Officer
EXHIBIT "A"
1,600,000 Shares of $0.001 Par Value Common Stock
