SiVault Systems, Inc. Limited Standstill (Lock-Up) Agreement with Shareholders

Summary

This agreement is between SiVault Systems, Inc. and certain shareholders (Holders), restricting the Holders from selling or transferring their shares or related securities for six months following the effective date of a new stock offering. The restriction is a condition required by new investors in the company. Limited exceptions allow transfers to family or trusts, provided recipients agree to the same terms. The agreement is governed by New York law and is binding on the Holders and their successors.

EX-4.3 6 b402560ex4_3.txt FORM OF LOCK-UP AGREEMENT EXHIBIT 4.3 LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the ____ day of November, 2004, by the signators hereto (each a "Holder"), in connection with his ownership of shares of SiVault Systems, Inc., a Nevada corporation (the "Company"). NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, Holder agrees as follows: 1. BACKGROUND. a. Holder is the beneficial owner of the amount of shares of the Common Stock, $0.001 par value, of the Company ("Common Stock") designated on the signature page hereto. b. Holder acknowledges that the Company has entered into or will enter into agreements with subscribers to the Company's Common Stock and Warrants (the "Subscribers"), for the sale of an aggregate of up to $3,000,000 of Common Stock and Warrants to the Subscribers (the "Offering"). Holder understands that, as a condition to proceeding with the Offering, the Subscribers have required, and the Company has agreed to assist the Subscribers in obtaining, an agreement from the Holder to refrain from selling any securities of the Company from the date of the Subscription Agreement until six (6) months after the Actual Effective Date as defined in the Subscription Agreement (the "Restriction Period"). 2. SHARE RESTRICTION. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares by Holder will be subject to the provisions of this Agreement. c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. 3. MISCELLANEOUS. a. At any time, and from time to time, after the signing of this Agreement Holder will execute such additional instruments and take such action as may be reasonably requested by the Subscribers to carry out the intent and purposes of this Agreement. b. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, except to the extent that the securities laws of the state in which Holder resides and federal securities laws may apply. c. This Agreement contains the entire agreement of the Holder with respect to the subject matter hereof. d. This Agreement shall be binding upon Holder, its legal representatives, successors and assigns. e. This Agreement may be signed and delivered by facsimile and such facsimile signed and delivered shall be enforceable. IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed this Agreement as of the day and year first above written. HOLDER: -------------------------------- (Signature of Holder) -------------------------------- (Print Name of Holder) -------------------------------- Number of Shares of Common Stock Beneficially Owned COMPANY: SIVAULT SYSTEMS, INC. By: ------------------------------ DISCLOSURE SCHEDULE 5(D) ------------------------ The Company anticipates issuing shares of its stock as follows: 1. Acquisition of Viaquo Corporation on or before November 30, 2004. 3,000,000 shares of unregistered shares and six month lock-up. Form 8K dated October 12, 2004. 1,000,00 of the 3,000,000 shares to be escrowed pending the issuance of a patent. 2. Acquisition of Linkspoint (pending announcement). Four million shares to be issued, 3 million at Closing; 1 million in escrow subject to earn out. 3. Pending financing of up to $3,000,000 of convertible notes and warrants with Jarvis Slade and Hampton Capital Co., shares underlying notes and warrants to have demand and piggy-back Registration Rights.