Unassociated Document


    LOCK-UP
      AGREEMENT

     

    November
      29, 2007

     

    Gentlemen:

     

    The
      undersigned is a director and/or beneficial owner of shares of common stock,
      par
      value $0.0001 per share (“Common
      Stock”),
      of
      Surfect Holdings, Inc., a Delaware corporation (the “Company”).
      The
      undersigned understands that the Company will offer up to $3 million of its
      shares of Common Stock to accredited investors in a private placement offering
      at $0.04 per share (the “Funding
      Transaction”).
      The
      undersigned also understands that Westminster Securities Corporation has acted
      as placement agent with respect to the Funding Transaction (the “Placement
      Agent”).
      The
      undersigned understands that the Company and the Placement Agent will proceed
      with the Funding Transaction in reliance on this Agreement.

     

    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, the Placement Agent and each investor in the Funding
      Transaction, that, during the period beginning on the closing of the Funding
      Transaction (the “Closing
      Date”)
      and
      ending eighteen (18) months after the Closing Date, the undersigned will not,
      without the prior written consent of the Placement Agent, directly or
      indirectly, offer, sell, contract to sell, grant any option to purchase,
      hypothecate, pledge, or otherwise dispose of or transfer title to any Common
      Stock held by him or it.

     

    In
      furtherance of the foregoing, the Company and the Company’s transfer agent are
      hereby authorized to decline to make any transfer of any Common Stock if such
      transfer would constitute a violation or breach of this Agreement.

     

    Notwithstanding
      the foregoing, the undersigned (and any transferee of the undersigned) may
      transfer any Common Stock (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 Common Stock 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 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 lock-up
      period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 or desirable 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.

     

    This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of the State of New York without regard to the principles of conflicts
      of
      laws.

     

    This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same instrument.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              ITU
                Ventures West I, L.P.

            
	 	 
	 	
              By:
                /s/ Jonah
                Schnel                                    
                

                    
                Name: Jonah Schnel

                    
                Title:   Manager

            
	 	 
	 	
              /s/
                Jonah
                Schnel                                           
                

                    
                Jonah Schnel

            
	 	 
	 	
              /s/
                Chad
                Brownstein                                    
                

                    
                Chad Brownstein

            
	 	 
	 	
              Date:
                November 29, 2007