f8k072108ex10i_adex.htm


    Exhihit
10.1

     

    LOCK-UP
AND SHARE RELEASE AGREEMENT

     

    This Lock-Up and Share
Release Agreement (“Agreement”)
is entered into on this 21st day of July 2008 (the “Effective
Date”), by and between AdEx Media Inc., a Delaware corporation (the
“Company”)
and VibrantAds, LLC, a California limited liability company (“Shareholder”).

     

    RECITALS

     

    WHEREAS, the Company
entered into that certain Asset Purchase Agreement dated July 21, 2008 (“Purchase
Agreement”) by and between the Company and Shareholder in which the
Company purchased the Purchased Assets (as defined in the Purchase Agreement)
from Shareholder in consideration for the Purchase Price (as defined in the
Purchase Agreement);

     

    WHEREAS, upon the Closing
(as defined in the Purchase Agreement) and subject to the terms of the Purchase
Agreement, the Company issued, as part of the Purchase Price, an aggregate of
One Hundred Twelve Thousand Five Hundred (112,500) restricted shares of common
stock of the Company to the Shareholder (the “Shares”,
including any additional shares of the Company’s common stock that Shareholder
may receive pursuant to Section 2.3.2 of the Purchase
Agreement);

     

    WHEREAS, as an inducement
for the Company to issue the Shares and the Shareholder to accept the Shares,
the Shareholder and Company desire to enter into this Agreement on the terms and
conditions set forth herein;

     

    NOW, THEREFORE, in
consideration of the representations and warranties herein contained, the
Company and Shareholder agree as follows:

     

    1.    Shares.  The
Shareholder is the owner of the Shares.

     

    2.    Lock-Up.  The
Shareholder agrees that without the prior written consent of the Company, the
Shareholder will not, directly or indirectly, offer, sell, pledge, contract to
sell (including any short sale), grant any option to purchase or otherwise
dispose of (each, a “Disposition”)
any of the Shares for a period of one (1) year from the date of issuance and
thereafter according to the Schedule below in Section 0 (collectively, the
“Lock-Up”).  The
foregoing restriction is expressly intended to preclude the Shareholder from
engaging in any transaction which is designed to or reasonably expected to lead
to or result in a Disposition during the one (1) year period and thereafter
according to the Schedule below, even if the securities would be disposed of by
someone other than the Shareholder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.    Share
Release. The Shareholder and Company agree that the Shares will be
subject to the following lock-up and release schedule (the “Schedule”):

     

    
      	
              DATE

            	
              PERCENT
      OF SHARES RELEASED

            
	
              12
      month anniversary of Share issuance date

            	
              20%

            
	
              13
      month anniversary of Share issuance date

            	
              15%

            
	
              14
      month anniversary of Share issuance date

            	
              15%

            
	
              15
      month anniversary of Share issuance date

            	
              15%

            
	
              16
      month anniversary of Share issuance date

            	
              15%

            
	
              17
      month anniversary of Share issuance date

            	
              10%

            
	
              18
      month anniversary of Share issuance date

            	
              10%

            


    

     

    4.    Representations
and Warranties of Shareholder.  Shareholder represents and
warrants to the Company that:

     

    4.1    Purchase
for Own Account for Investment. Shareholder is investing in the Shares
for Shareholder's own account for investment purposes only and not with a view
to, or for sale in connection with, a distribution of the Shares within the
meaning of the Securities Act of 1933, as amended (the “1933
Act”). Shareholder has no present intention of selling or otherwise
disposing of all or any portion of the Shares and no one other than Shareholder
has any beneficial ownership of any of the Shares.

     

    4.2    Access
to Information.  Shareholder has had access to all information
regarding the Company and its present and prospective business, assets,
liabilities and financial condition that Shareholder reasonably considers
important in making the decision to invest in the Shares, and Shareholder has
had ample opportunity to ask questions of the Company's representatives
concerning such matters and this investment.

     

    4.3    Accredited
Investor.  The Shareholder represents that it is an “accredited
investor” as that term is defined in SEC Rule 501(a) of Regulation D, 17 C.F.R.
230.501(a). ‮

     

    4.4    Net
Worth.  The Shareholder (a) has adequate net worth and means of
providing for its current financial needs and possible contingencies, (b) has no
need for liquidity in this investment, (c) is able to bear the economic risks of
an investment in the Shares for an indefinite period of time, and (d) is able to
bear the risk of losing its entire investment in the Shares.

     

    4.5    Shareholder’s
Qualifications.  Shareholder has a preexisting personal or
business relationship with the Company and/or certain of its officers and/or
directors of a nature and duration sufficient to make Shareholder aware of the
character, business acumen and general business and financial circumstances of
the Company and/or such officers and directors.  By reason of
Shareholder’s business or financial experience, Shareholder is capable of
evaluating the merits and risks of this investment, has the ability to protect
Shareholder’s own interests in this transaction and is financially capable of
bearing a total loss of this investment.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.6    No
General Solicitation.  At no time was Shareholder presented
with or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale or purchase of the Shares.

     

    4.7    Not
An Underwriter.  The Shareholder is not an underwriter or
dealer in the Shares, and the Shareholder is not participating, pursuant to a
contractual agreement, arrangement or understanding, in a distribution of the
Shares.

     

    4.8    Compliance
with Securities Laws.  Shareholder understands and acknowledges
that, in reliance upon the representations and warranties made by Shareholder
herein, the Shares are not being registered with the Securities and Exchange
Commission (“SEC”)
under the 1933 Act or applicable United States state securities laws, but
instead are being issued under an exemption or exemptions from the registration
and qualification requirements of the 1933 Act or other applicable state
securities laws which impose certain restrictions on Shareholder’s ability to
transfer the Shares.

     

    4.9    Restrictions
on Transfer.  Subject to the Lock-Up, Shareholder understands
that Shareholder may not transfer any Shares unless such Shares are registered
under the 1933 Act and qualified under applicable state securities laws or
unless, in the opinion of counsel to the Company, exemptions from such
registration and qualification requirements are
available.  Shareholder understands that only the Company may file a
registration statement with the SEC or applicable state securities commissioners
and that the Company is under no obligation to do so with respect to the Shares.
Shareholder has also been advised that exemptions from registration and
qualification may not be available or may not permit Shareholder to transfer all
or any of the Shares in the amounts or at the times proposed by
Shareholder.  Shareholder is aware that the Shares may not be resold
pursuant to Rule 144, as promulgated by the SEC under the 1933 Act, unless all
of the conditions of that rule are met.

     

    4.10   Legends.  Shareholder
understands and agrees that the Company will place the legends set forth below
or similar legends on any stock certificate(s) evidencing the Shares, together
with any other legends that may be required by state or federal securities laws,
the Company's Articles of Incorporation or Bylaws, any other agreement between
Shareholder and the Company or any agreement between Shareholder and any third
party:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR AVAILABLE
EXEMPTIONS FROM SUCH REGISTRATION.  THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER,
INCLUDING A LOCK-UP AND SHARE RELEASE SCHEDULE AS SET FORTH IN A LOCK-UP AND
SHARE RELEASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE
SECURITIES.

     

    4.11   Stop-Transfer
Instructions.  Shareholder agrees that, to ensure compliance
with the restrictions imposed by this Agreement, the Company may issue
appropriate “stop-transfer” instructions to its transfer agent, if any, and if
the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.

     

    4.12   Refusal
to Transfer.  The Company will not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares, or to accord the right to vote or pay dividends, to any
Shareholder or other transferee to whom such Shares have been so
transferred.

     

    4.13   Authority,
Power, Enforceability.  The Shareholder has all the requisite
power, authority and capacity to acquire and hold the Shares and to execute,
deliver and comply with the terms of each of the instruments required to be
executed and delivered by the Shareholder in connection with the investment in
the Shares as contemplated by this Agreement and such execution, delivery and
compliance does not conflict with, or constitute a default under, any
instruments governing the Shareholder, any law, regulation or order, or any
agreement to which the Shareholder is a party or by which the Shareholder may be
bound.  The Shareholder hereby adopts, accepts and agrees to be bound
by all the terms and provisions of this Agreement and to perform any obligations
therein imposed.

     

    5.    Miscellaneous.

     

    5.1    Assignments;
Successors and Assigns.  The Company may assign any of its
rights under this Agreement. This Agreement will be binding upon and inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein, this Agreement will be binding upon Shareholder
and Shareholder’s heirs, executors, administrators, successors and
assigns.

     

    5.2    Governing
Law.  This Agreement and the rights and obligations of the
parties hereto shall be governed, construed, and interpreted in accordance with
the laws of the State of California, without giving effect to principles of
conflicts of law.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.3    Notices.  Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by overnight
courier or sent by telegram or fax, or forty-eight (48) hours after being
deposited in the U.S. Mail, as certified or registered mail, with postage
prepaid, addressed to the party to be notified, and if to the Company, at the
Company’s principal executive office, with a copy to Eric K. Ferraro, Bullivant
Houser Bailey PC, 601 California Street, Suite 1800, San Francisco, CA 94108,
facsimile to (415) 352-2701.

     

    5.4    Further
Assurances.  The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this
Agreement.

     

    5.5    Titles
and Headings.  The titles, captions and headings of this
Agreement are included for ease of reference only and will be disregarded in
interpreting or construing this Agreement.

     

    5.6    Counterparts;
Facsimiles.  This Agreement may be executed and delivered by
facsimile signature and in two (2) or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.

     

    5.7    Severability.  If
any provision of this Agreement is determined by any court or arbitrator of
competent jurisdiction to be invalid, illegal or unenforceable in any respect,
such provision will be enforced to the maximum extent possible given the intent
of the parties hereto. If such clause or provision cannot be so enforced, such
provision shall be stricken from this Agreement and the remainder of this
Agreement shall be enforced as if such invalid, illegal or unenforceable clause
or provision had (to the extent not enforceable) never been contained in this
Agreement.

     

    5.8    Amendment
and Waivers.  This Agreement may be amended only by a written
agreement executed by each of the parties hereto.  No amendment of or
waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought.  Any amendment effected in accordance with this
section will be binding upon all parties hereto and each of their respective
successors and assigns.  Any waiver, permit, consent or approval of
any kind or character regarding the conditions of this Agreement or the breach
thereof must be in writing and shall be effective only to the extent
specifically set forth in such writing.  All remedies, either under
this Agreement or by law or otherwise afforded, shall be cumulative and not
alternative.

     

    5.9    Entire
Agreement.  This Agreement, the documents referred to herein,
and any other agreements executed as of the date hereof together constitute the
entire agreement between the parties hereto pertaining to the subject matter
hereof, and any and all other written or oral agreements existing between the
parties hereto are expressly canceled.

     

    5.10   WAIVER
OF JURY TRIAL.  THE PARTIES TO THIS AGREEMENT HEREBY WAIVE ANY
RIGHT THAT THEY MAY OTHERWISE HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR
PROCEEDING THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, ANY AMENDMENTS TO OR
ANY REPLACEMENTS OF THIS AGREEMENT, AND ANY TRANSACTIONS OR AGREEMENTS RELATING
TO THIS AGREEMENT.  THE PARTIES UNDERSTAND THAT, AS A RESULT OF THIS
WAIVER, THE FACTS RELATING TO ANY DISPUTE THAT IS COVERED BY THIS WAIVER WILL BE
TRIED, IF NECESSARY, TO A JUDGE RATHER THAN TO A JURY.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on their
respective behalf, by their respective officers thereunto duly authorized, all
as of the day and year first above written.

     

    
       

       

      
        
          	
                  AdEx
      Media, Inc.

                   

                   

                	  	
                  VibrantAds,
      LLC

                   

                
	
                  By:          /s/  Scott
      Rewick     

                	  	
                  By:            
      /s/  Wei-Ching
    Wu

                
	
                  Name:    Scott
      Rewick     

                	  	
                  Name:        Wei-Ching
      Wu

                
	
                  Title:      Chief
      Executive Officer

                	  	
                  Title:           Sole
      Member