SEREFEX CORPORATION
Exhibit
10.12
SEREFEX
CORPORATION
The
undersigned hereby agrees that for a period commencing on June 5, 2006 and
expiring on the later of the termination of the Standby Equity Distribution
Agreement dated June 5, 2006 between the Serefex Corporation (the “Company”)
and
the Cornell Capital Partners, LP (the “Investor”)
(the
“Lock-up
Period”),
he,
she or it will not, directly or indirectly, without the written prior written
consent of the Investor, issue, offer, agree or offer to sell, sell, grant
an
option for the purchase or sale of, pledge, 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’s investment in the Company.
Dated:
June 2, 2006
Signature
/s/
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