rim_8k-ex1004.htm


    EXHIBIT
      10.4


    


    LOCKUP
      AGREEMENT

    


    


    This
      AGREEMENT (the “Agreement”) is
      made as of the 5th day of December, 2007, by ______ (“Holder”), maintaining an
      address at c/o Rim Semiconductor Company, 305 NE 102nd Avenue,
      Suite 350,
      Portland, Oregon 97220, telecopier: (503) 257-6700, in connection with his
      ownership of shares of Rim Semiconductor Company, a Utah corporation (the
“Company”).

    


    NOW,
      THEREFORE, for good and valuable
      consideration, the sufficiency and receipt of which consideration are hereby
      acknowledged, Holder agrees as follows:

    


    1.           Background.

    


    a.           Holder
      is the beneficial owner of the amount of shares of the Common Stock, $.001
      par
      value, of the Company (“Common Stock”) designated on the signature page
      hereto.

    


    b.           Holder
      acknowledges that the Company has entered into or will enter into at or about
      the date hereof agreements with subscribers to the Company’s Notes, convertible
      into Common Stock and Warrants (the “Subscribers”).  Holder
      understands that, as a condition to proceeding with 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 any securities
      of the Company from the date of the Subscription Agreement until one year after
      the Actual Effective Date (as defined in the Subscription Agreement) (the
“Restriction Period”).

    


    2.           Sale
      Restriction.

    


    a.           Holder
      hereby agrees that during the Restriction Period, the Holder will not sell,
      transfer or otherwise dispose of any shares of Common Stock or any options,
      warrants or other rights to purchase shares of Common Stock or any other
      security of the Company which Holder owns or has a right to acquire as of the
      date hereof, other than in connection with an offer made to all shareholders
      of
      the Company in connection with merger, consolidation or similar transaction
      involving the Company.  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 of Common Stock or other securities of the
      Company held by Holder in violation of this Agreement.  The Company
      agrees not to allow to occur any transaction inconsistent with this
      Agreement.

    


    b.           Any
      subsequent issuance to and/or acquisition by Holder of Common Stock or options
      or instruments convertible into Common Stock will be subject to the provisions
      of this Agreement.

    


    c.           Notwithstanding
      the foregoing restrictions on transfer, the Holder may, at any time and from
      time to time during the Restriction Period, exercise options, warrants or other
      rights to purchase securities of the Company, and may transfer the Common Stock
      (i) as bona fide gifts or transfers by will or intestacy, (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, (iii) to a partnership which is the general partner of a partnership
      of
      which the Holder is a general partner, provided, that, in the case of any gift
      or transfer described in clauses (i), (ii) or (iii), 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. For
      purposes hereof, “immediate family” means any relationship by blood, marriage or
      adoption, not more remote than first cousin.


    
      
        
        

      

      
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    3.           Miscellaneous.

    


    a.           At
      any time, and from time to time, after the signing of this Agreement 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 New York 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 New York or in the federal courts located in the state of New
      York.  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.  Notices hereunder shall be given in the same manner as set
      forth in the Subscription Agreement.  Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      suit, action or proceeding in connection with this Agreement or any other
      Transaction Document by mailing a copy thereof via registered or certified
      mail
      or overnight delivery (with evidence of delivery) to such party 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.  Holder irrevocably appoints Rim Semiconductor Company 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 Holder with
      the same force and validity as if served upon Holder.

    


    c.           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.

    


    d.           This
      Agreement shall be binding upon Holder, its legal representatives, successors
      and assigns.

    


    e.           This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.

    


    f.           The
      Company agrees not to take any action or allow any act to be taken which would
      be inconsistent with this Agreement.

    


    g.           The
      Holder acknowledges that this Lockup Agreement is being entered into for the
      benefit of the Subscribers identified in the Subscription Agreement dated
      December 5, 2007 among the Company and the Subscribers, may be enforced by
      the
      Subscribers and may not be amended without the consent of the Subscribers (as
      the term “consent of the Subscribers” is defined in the Subscription Agreement),
      which may be withheld for any reason.


    
      
        
        

      

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

    


    
      	 	 
              
              HOLDER:

              


              


              
______________________________________________

                (Signature
                of Holder)

              


              
______________________________________________

                (Print
                Name of Holder)

              


              
______________________________________________

              Number
                of Shares of Common Stock

              Beneficially
                Owned

              


              COMPANY:

              


              RIM
                SEMICONDUCTOR COMPANY

              


              


              By: ___________________________________________

              Name:
                _________________________________________

              Title: __________________________________________

            


    

                                                   

                

     

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