Model Promotional Shares Lock-In Agreement Form (Page 2 of 4) in pdf

In the event of a dissolution, liquidation, merger, consolidation, reorganization,

sale or exchange of the Issuer's assets or securities (including by way of tender

offer), or any other transaction or proceeding with a person who is not a Promoter,

which results in the distribution of the Issuer's assets or securities ("Distribution"),

while this Agreement remains in effect that:

All holders of the Issuer's EQUITY SECURITIES will

initially share on a pro rata, per share basis in the Distribution, in

proportion to the amount of cash or other consideration that they paid per

share for their EQUITY SECURITIES (provided that the Administrator

has accepted the value of the other consideration), until the shareholders

who purchased the Issuer's EQUITY SECURITIES pursuant to the public

offering ("Public Shareholders") have received, or have had irrevocably set

aside for them, an amount that is equal to one hundred percent (100%) of

the public offering's price per share times the number of shares of

EQUITY SECURITIES that they purchased pursuant to the public offering

and which they still hold at the time of the Distribution, adjusted for stock

splits, stock dividends recapitalizations and the like; and

All holders of the Issuer's EQUITY SECURITIES shall

thereafter participate on an equal, per share basis times the number of

shares of EQUITY SECURITIES they hold at the time of the Distribution,

adjusted for stock splits, stock dividends, recapitalizations and the like.

The Distribution may proceed on lesser terms and

conditions than the terms and conditions stated in paragraphs 1 and 2

above if a majority of the EQUITY SECURITIES that are not held by

Security Holders, officers, directors, or Promoters of the Issuer, or their

associates or affiliates vote, or consent by consent procedure, to approve

the lesser terms and conditions.

In the event of a dissolution, liquidation, merger, consolidation, reorganization,

sale or exchange of the Issuer's assets or securities (including by way of tender

offer), or any other transaction or proceeding with a person who is a Promoter,

which results in a Distribution while this Agreement remains in effect, the

Restricted Securities shall remain subject to the terms of this Agreement.

Restricted Securities may be transferred by will, the laws of descent and

distribution, the operation of law, or by order of any court of competent

jurisdiction and proper venue.

Restricted Securities of a deceased Security Holder may be hypothecated to pay

the expenses of the deceased Security Holder's estate. The hypothecated

Restricted Securities shall remain subject to the terms of this Agreement.

Restricted Securities may not be pledged to secure any other debt.

Model Promotional Shares Lock-In Agreement Form Page 2