Lock-Up Agreement between SWMX, Inc. and Shareholders Regarding Private Placement of Common Stock

 Exhibit 10.3 Lock-Up Agreement ----------------- The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "COMMON STOCK") of SWMX, Inc., a Delaware corporation (the "COMPANY"). Such securities owned by the undersigned are subject to this Agreement. The undersigned understands that the Company intends to enter into a private placement of up to 4,000,000 shares of Common Stock for an aggregate purchase price of $12,000,000 (the "FUNDING TRANSACTION"), as may be revised by the Company without effect on the terms of this Agreement or obligations of the undersigned hereunder. In recognition of the benefit that the Funding Transaction will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company, and each investor in the Funding Transaction, that, during the period commencing on the initial closing date of the Funding Transaction and ending nine (9) months after the closing of the Funding Transactions (the "LOCK UP PERIOD"), the undersigned will not, without the prior written consent of the Company and investors holding at least a majority of the Common Stock issued in the Funding Transaction other than including the 866,666 shares of Common Stock issued to Alowex, LLC and Remnant Media, LLC, in exchange for the accrued liabilities owed to such entities directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future), any shares of Common Stock, or securities convertible into or exchangeable for Common Stock, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned during the Lock Up Period or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, in cash or otherwise. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this agreement. Notwithstanding the foregoing, the undersigned may transfer Common Stock if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and holding the shares subject to the provisions of this agreement. Notwithstanding the foregoing, each of the undersigned beneficial owners may sell up to one percent (1%) of the shares of  Common Stock owned by such beneficial owner beginning six (6) months after the initial closing date of the Funding Transaction. The undersigned understands that the Company and the investors will proceed with the Funding Transaction in reliance on this agreement. Whether or not the Funding Transactions are consummated depends on a number of factors, including market conditions. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. [REMAINDER OF PAGE INTENTIONALLY BLANK] 2  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Alowex LLC By: /s/ Joshua Wexler ------------------------------------ Name: Joshua Wexler Title: Member  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Wex Holdings LLC By: /s/ Joshua Wexler ------------------------------------ Name: Joshua Wexler Title: Member 2  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Christine Wexler /s/ Christine Wexler - ---------------------------------------- 3  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Wexler Family Trust By: /s/ Stephen J. Donovan ------------------------------------ Name: Stephen J. Donovan Title: Trustee 4  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Joshua Wexler /s/ Joshua Wexler - ---------------------------------------- 5  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. 84 Limited LLC By: /s/ Michael Capiro ------------------------------------ Name: Michael Capiro Title: Member 6  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Caprio Family Health & Educational Trust By: /s/ Erik DeMicco ------------------------------------ Name: Erik DeMicco Title: Trustee 7  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Michael Caprio /s/ Michael Caprio - ---------------------------------------- 8  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Suzanne Keay /s/ Suzanne Keay - ---------------------------------------- 9  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Keay Family LLC By: /s/ John I. Keay, Jr. ------------------------------------ Name: John I. Keay, Jr. Title: Member 10  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Hunter Kent Keay Trust By: /s/ Anthony Fasolino ------------------------------------ Name: Anthony Fasolino Title: Trustee 11  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Morgan Gaines Keay Trust By: /s/ Anthony Fasolino ------------------------------------ Name: Anthony Fasolino Title: Trustee 12  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. John I. Keay, Jr. /s/ John I. Keay, Jr. - ---------------------------------------- 13  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Aloizos Family LLC By: /s/ Stavros Aloizos ------------------------------------ Name: Stavros Aloizos Title: Member 14  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Doreen Aloizos /s/ Doreen Aloizos - ---------------------------------------- 15  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Aloizos Family Trust By: /s/ Stavros Aloizos ------------------------------------ Name: Stavros Aloizos Title: Member 16  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Stavros Aloizos /s/ Stavros Aloizos - ---------------------------------------- 17  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Aloizos AAU Fund LLC By: /s/ Stavros Aloizos ------------------------------------ Name: Stavros Aloizos Title: Member 18  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Laurence and Bonnie Gershman JTWROS /s/ Laurence Gershman - ---------------------------------------- /s/ Bonnie Gershman - ---------------------------------------- 19  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Bonnie Geller IRA /s/ Bonnie Geller - ---------------------------------------- 20  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Laurence Gershman IRA /s/ Laurence Gershman - ---------------------------------------- 21  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Amy Gershman /s/ Amy Gershman - ---------------------------------------- 22  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Jonathan Gershman /s/ Jonathan Gershman - ---------------------------------------- 23  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Omphalius Family LLC By: /s/ Charles Omphalius ------------------------------------ Name: Charles Omphalius Title: Member 24  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Trust for Kimberly Omphalius By: /s/ W. Whitfield Wells ------------------------------------ Name: W. Whitfield Wells Title: Trustee 25  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Omphalius Family Health & Educational Trust By: /s/ W. Whitfield Wells ------------------------------------ Name: W. Whitfield Wells Title: Trustee 26  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Daniel Leger Trust By: /s/ W. Whitfield Wells ------------------------------------ Name: W. Whitfield Wells Title: Trustee 27  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Trust for Alecia Leger By: /s/ W. Whitfield Wells ------------------------------------ Name: W. Whitfield Wells Title: Trustee 28  [SIGNATURE PAGE TO LOCK-UP AGREEMENT] IN WITNESS WHEREOF, the undersigned has caused this Lock-Up Agreement to be executed as of the 26th day of July 2006. Charles Omphalius /s/ Charles Omphalius - ---------------------------------------- 29