LOCK UP AGREEMENT
Exhibit
10.5
Made
this
20th
day of
October, 2006.
BETWEEN:
(herein
called “Pacific Copper”)
-
and
-
The
Parties listed on Schedule A
(herein
called “Shareholders”)
WHEREAS,
Pacific Copper proposed to file a registration including common shares held
by
the parties listed on Schedule A;
NOW
THEREFORE, the parties hereto agree as follows:
| 1. |
In
consideration of Pacific Copper agreeing to register the common shares
(the “Shares”) held by the Shareholders, the Shareholders agree that
Shares shall be subject to the following
restrictions.
|
| 2. |
The
Shareholders agree that up to 25% of the Shares may be re-sold when
the
registration statement becomes effective, 25% may be re-sold six
months
from the date of effectiveness, 25% may be re-sold twelve months
from the
date of effectiveness and 25% may be re-sold eighteen months from
the date
of effectiveness. Each Shareholder will be issued four certificates
for
the Shares and three of those certificates will be legended to reflect
the
forgoing restrictions on re-sale.
|
| 3. |
It
is agreed that the Shares will not be certificated until the registration
statement becomes effective.
|
| 4. |
There
can be no assurance that the Company’s registration statement will be
declared effective by the Securities and Exchange Commission. The
Shares
may not be resold unless registered under the Securities Act of 1933
as
amended and may not be sold, offered for sale of transferred unless
such
sale or transfer is in compliance without exceptions from registration
and
an opinion of council satisfactory in form and substance to counsel
for
the Company, that this transaction will not result in a violation
of
United Stated Federal or State Law.
|
1
| 5. |
This
Agreement is in addition to and not substitution of the agreement
under
which the Shareholder acquired the Shares
originally.
|
| 6. |
This
Agreement may be executed in multiple counterparts, each of which
shall
be deemed
an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange
of
facsimile copies bearing facsimile signature of a party shall constitute
a
valid and binding execution and delivery of this Agreement by such
party.
Such facsimile copies shall constitute enforceable original
documents.
|
IN
WITNESS WHEREOF the parties have executed this Agreement effective as of the
date first written above,
| PACIFIC COPPER CORP. | ||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
|
Its President |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
|
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
|
▇▇▇▇▇ ▇▇▇▇▇
|
||
| /s/ ▇. ▇. ▇▇▇▇▇▇ ▇▇. | ||
|
▇. ▇. ▇▇▇▇▇▇ ▇▇.
|
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
|
||
2
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
|
▇▇▇▇▇▇ ▇▇▇▇▇▇ |
||
| Agosto Corporation Limited | ||
| By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
|
Its:
President
|
||
| ▇▇▇▇▇▇▇▇ Holdings Ltd. | ||
| By: ▇.▇. ▇▇▇▇▇ | ||
|
Its: President/Secretary
|
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ | ||
|
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
|
||
3
SCHEDULE
A
|
#
of Shares
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
800,000
|
|
|
▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇.
|
||
|
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇ ▇▇▇
|
||
|
▇▇▇▇▇▇▇▇
Holdings Ltd.
|
800,000
|
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
|
850,000
|
|
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇-▇
|
||
|
▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇▇▇
|
695,162
|
|
|
▇▇
▇▇▇▇ ▇▇.
|
||
|
▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇
|
||
|
▇.
▇. ▇▇▇▇▇▇ ▇▇.
|
||
|
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
|
||
|
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
|
750,000
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
||
|
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇▇
|
550,000
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ #▇▇
|
||
|
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
|
||
|
Agosto
Corporation Limited
|
3,145,163
|
|
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
|
▇▇▇▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇
|
||
|
▇▇▇▇▇▇▇▇
BB 24119
|
||
|
▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
|
845,162
|
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇.
|
||
|
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
4