LOCK-UP AND RESALE RESTRICTION AGREEMENT
January 5, 2005
Gentlemen:
In consideration of agreeing to register the Common Shares that you own,
and by signing this agreement the undersigned hereby agrees to the terms of this
Lock-Up Agreement. The undersigned represents and warrants to the Company that
the undersigned is (a) the record or beneficial holder of 300,000 shares
("Shares") of Wimax EU, Ltd common stock (the "Common Stock").
The undersigned agrees that during the period from the date hereof until a
date 1 year after (the "Lock-Up Period"), the undersigned shall not (except as
permitted below), without the prior written consent of the Company, directly or
indirectly, offer, issue, sell, contract to sell (including, without limitation,
any short sale), grant any option for the sale of, pledge, or otherwise dispose
of or transfer any Shares or Underlying Shares in excess often percent (10%) of
the balanced direct or beneficial holdings of shares of the Company's Common
Stock in any one-month period; provided, however, that the foregoing agreement
and representation shall not apply to (i) dispositions by gift, will or by the
laws of descent and distribution, or otherwise to the undersigned's parents,
siblings, spouse, children, or grandchildren, (ii) a trust for the benefit of
the undersigned's parents, siblings, spouse, children, or grandchildren, (iii) a
partnership, the general partner of which is the undersigned or the
undersigned's parents, siblings, spouse, children, or grandchildren, or a
corporation or limited liability company, a majority of whose outstanding equity
securities is owned of record or beneficially by the undersigned or by any of
the foregoing, (iv) an Insider to the Company; provided that, in each case, such
transferee agrees in writing to be bound by the terms hereof.
The undersigned acknowledges and agrees that the Company shall place
appropriate stop transfer instructions with the transfer agent of the Common
Stock to ensure compliance with this Agreement.
The undersigned represents that he, she or it is duly authorized to enter
into this Agreement and that this Agreement is a valid and binding agreement of
the undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns and is enforceable in accordance with the terms.
January 5, 2005
Very truly yours,
Wimax EU, Ltd.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxxxxxxx Xxxxx
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Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx
President President
