yoo_8k-ex1005.htm


    EXHIBIT
10.5

     

    LOCK-UP
AGREEMENT

     

    
      	 	 	December 30,
      2008


    

     

    Ladies
and Gentlemen:

    


    The
undersigned is a director, executive officer or beneficial owner of shares of
capital stock, or securities convertible into or exercisable or exchangeable for
the capital stock (each, a Company Security) of
IX Energy, Inc., a Delaware corporation (the Company). The
undersigned understands that the Company will merge with a wholly-owned
subsidiary of IX Energy Holdings, Inc., a publicly traded Delaware company
(Parent),
concurrently with a private placement by Parent of a minimum of 27.5
Units  and a maximum of 100 Units, or up to 115 Units if the Company
elects, with the placement agents approval, to accept over-subscriptions, with
each Unit (the Units) consisting of
250,000 shares of common stock (the Shares) and a
three-year detachable warrant to purchase 250,000 shares of common stock (the
Warrant) with
an exercise price of $0.50 per share, for a purchase price of $100,000 per Unit
(the Funding
Transaction). The undersigned understands that the Company, Parent and
the investors in the Funding Transaction will proceed with the Funding
Transaction in reliance on this Letter Agreement.

    


    1.    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, Parent, and each investor in the Funding Transaction,
that, during the period beginning on the effective date of the Registration
Statement which includes the Shares and the shares of common stock underlying
the Warrants  (the Registration Statement) and ending fifteen (15)
months after such date (the Lockup Period), the
undersigned will not, without the prior written consent of persons holding a
majority of the Units at such time (the Majority Investors),
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 that
is designed to, or could be expected to, result in the disposition by any person
at any time in the future), any securities of Parent (each, a Parent Security),
beneficially owned, within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the Exchange Act), by the
undersigned on the date hereof or hereafter acquired 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 any Parent
Security, whether any such swap or transaction described in clause (i)
or (ii) above is to be settled by delivery of any Parent Security (each of
the foregoing, a Prohibited
Sale).

    


    2.    Notwithstanding the
foregoing, the undersigned (and any transferee of the undersigned) may transfer
any shares of a Company Security or a Parent Security (i) as a bona fide gift or
gifts, provided that prior to such transfer the donee or donees thereof agree in
writing to be bound by the restrictions set forth herein, (ii) to any trust,
partnership, corporation or other entity formed for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that prior to such transfer a duly authorized officer, representative or trustee
of such transferee agrees in writing to be bound by the restrictions set forth
herein, and provided further that any such transfer shall not involve a
disposition for value, (iii) to non-profit organizations qualified as charitable
organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, or (iv) 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
any Company Security or Parent Security subject to the provisions of this
agreement. For purposes hereof, immediate family shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.  In
addition, the foregoing shall not prohibit (A) privately negotiated
transactions, provided the transferees agree, in writing, to be bound to the
terms of the lock-up agreements for the balance of the Lockup Period, and (B)
sales by the undersigned of of 1% of the total issued and outstanding shares of
the Companys common stock, in a 90 day period, commencing on the seventh month
after the effectiveness of the Registration Statement through the end of the
Lockup Period.

     

    
      
        
        

      

      
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3.    This Letter
Agreement shall be governed by and construed in accordance with the laws of the
state of New York.

    


    4.    This Letter
Agreement will become a binding agreement among the undersigned as of the date
hereof.  In the event that no closing of the Funding Transaction
occurs, this Letter Agreement shall be null and void. This Letter Agreement (and
the agreements reflected herein) may be terminated by the mutual agreement of
Parent, the Majority Investors, and the undersigned, and if not sooner
terminated, will terminate upon the expiration date of the Lockup Period. This
Letter Agreement may be duly executed by facsimile and in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Signature
pages from separate identical counterparts may be combined with the same effect
as if the parties signing such signature page had signed the same counterpart.
This Letter Agreement may be modified or waived only by a separate writing
signed by each of the parties hereto expressly so modifying or waiving such
agreement.

     

     

    
      	 	

              Very
      truly yours,

               

              ________________________________

              Print
      Name:

            


    

     

    


    Address:
______________________________________

    Number of
shares of Common Stock owned: ____________

    Certificate
Numbers: ______________________________

    Accepted
and Agreed to:

    


    


    IX Energy
Holdings, Inc.

    


    


    By:
____________________________________________

    Name:

    Title:

     

     

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