gihcexhibit105111809.htm


    
      

      

    
Exhibit
10.5


    LOCK-UP
AGREEMENT

     

    This
LOCK-UP AGREEMENT (the “Agreement”) is made as of the 19th day of November,
2009, by Allan Millmaker (the “Holder”), in connection with his or its ownership
of shares of Alamo Energy Corp., a Nevada corporation (the
“Company”).

     

     

    RECITALS

     

    A. WHEREAS,
the Company requires substantial additional funds to effectuate its business
plan;

     

    B. WHEREAS,
the Company has negotiated certain terms with one or more investors, who require
the execution of this Agreement as a condition precedent to their providing
funds to the Company;

     

    C. WHEREAS,
the holder is willing to enter into this Agreement in connection with such
investment on the terms provided herein;

     

    NOW,
THEREFORE, IN CONSIDERATION OF THESE PRESENTS AND FOR SUCH OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE HOLDER AGREES AS FOLLOWS:

     

     

    1.
Background.

     

     

    (a) The
Holder is the beneficial owner of 233,334 shares of the Common Stock, $.001 par
value, of the Company (the “Shares”).

     

     

    (b) The
Holder acknowledges that the Company has entered into or will enter into at or
about the date hereof (the “Offering”) one or more agreements including one or
more subscription agreements (collectively, the “Subscription Agreements”) with
one or more subscribers (collectively, the “Subscribers”), effective as of the
date hereof. The Holder understands that, as a condition to closing the
Offering, the Subscribers have required, and the Company has agreed to obtain on
behalf of the Subscribers, an agreement from the Holder to refrain from selling
the Shares or any securities of the Company from the date of this Agreement
until the first anniversary thereof (the “Restriction Period”). The Holder has
entered into this Agreement in order to induce the Subscribers to close the
transactions contemplated by such Subscription Agreements.

     

     

    2.
Sale Restriction.

     

     

    (a) The
Holder hereby agrees that during the Restriction Period, without the consent of
the Subscribers (as that term is defined in the Subscription Agreements), the
Holder will not sell, transfer, or otherwise dispose of any of the Shares that
the Holder owns or has a right to acquire as of the date hereof or during the
Restriction Period, other than in connection with an offer made to all
stockholders of the Company in connection with merger, consolidation, or similar
transaction involving the Company. The 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 or other securities of the Company held by the
Holder in violation of this Agreement. The Company agrees to use commercially
reasonable efforts not to allow any transaction inconsistent with this
Agreement.

     

    
      
        
        

      

      
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    (b)
Notwithstanding the foregoing restrictions on transfer, the Holder may, at any
time and from time to time during the Restriction Period, transfer all or a
portion of the Shares (i) as bona fide gifts or transfers by will or intestacy
and (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; provided, that, in the case of any gift or
transfer described in clauses (i) and (ii), 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.

     

     

    (c) In
the event of any stock dividend, stock split or consolidation of shares or any
like capital adjustment of any of the outstanding securities of the Company, all
new, substituted or additional securities or other property to which Holder
becomes entitled by reason of ownership of the Shares shall be subject to
restriction with the same force and effect as the Shares subject to restriction
immediately before such event.

     

     

    3.
Miscellaneous.

     

     

    (a) At
any time, and from time to time, after the signing of this Agreement, the 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 by and construed in accordance with the laws of the
State of Nevada without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of
Nevada or in the federal courts located in the state of Nevada. The parties to
this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on
lack of jurisdiction or venue or based upon forum non conveniens. The parties
executing this Agreement and other agreements referred to herein or delivered in
connection herewith agree to submit to the in personam jurisdiction of such
courts and hereby irrevocably waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

     

    
      
        
        

      

      
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          (c)
Notice to the Company. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery or facsimile, addressed as set
forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company, to: Alamo Energy
Corp., 10497 Town and Country Way, Suite 310,
Houston, Texas 77024 (ii) if to the Holder, to: Allan Millmaker, 10497
Town and Country Way, Suite 310,
Houston, Texas 77024.

     

    (d)
Notice to the Holder. The Holder hereby irrevocably waives personal service of
process and consents to process being served in any suit, action, or proceeding
in connection with this Agreement by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to the Holder
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. The Holder irrevocably
appoints Alamo Energy Corp., as its true and lawful agent for service of process
upon whom all processes of law and notices may be served and given in the manner
described above; and such service and notice shall be deemed valid personal
service and notice upon the Holder with the same force and validity as if served
upon the Holder.

     

     

    (e) The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law.

     

     

    (f) This
Agreement shall be binding upon the Holder, its legal representatives,
successors, and assigns.

     

     

    (g) This
Agreement may be signed and delivered by facsimile and such facsimile signed and
delivered shall be enforceable.

     

     

    (h) The
Company agrees not to take any action or allow any act to be taken that would be
inconsistent with this Agreement.

     

     

    (i) The
Holder acknowledges that this Agreement is being entered into for the benefit of
the Subscribers, may be enforced by the Subscribers and may not be amended
without the written consent of Subscribers then-holding a majority of the
securities issued by the Company in the Offering, which consent may be withheld,
delayed, or denied for any reason or for no reason.

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, and intending to be legally bound hereby, the Holder has
executed this Agreement as of the day and year first above written.

     

     

    THE
COMPANY:

    Alamo
Energy Corp.,

    a Nevada
corporation

     

     

    
      	
              By:

            	 /s/
      Philip Mann        	 


    

    
      	
               
      

            	
              Philip
      Mann

            


    

    Its:       Chief
Financial Officer

     

    THE
HOLDER:

    Allan
Millmaker

     

     

     

    By:        /s/ Allan Millmaker          

    Allan
Millmaker

     

    233,334
Shares

                             

    Number of
Shares of Common Stock Actually Owned

     

     

    
                        

    Number of
Shares of Common Stock Beneficially Owned,

    if
different than Number of Shares Actually Owned (Describe

    such
shares and related instruments on next page.)

    
 

     

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