Value Microcaps Free-For-All

[Penny Lane]

PXCE is touting a share "lock-up agreement" subsequent to it's merge with THWAPR, Maurizio, and his company "Synthetica", correct?

Maurizio was hired as a consultant to VSPC on August 16, 2005 -

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001362310%2D07%2D000365%2Etxt&FilePath=%5C2007%5C03%5C30%5C&CoName=VIASPACE+INC%2E&FormType=10KSB&RcvdDate=3%2F30%2F2007&pdf=

Stock Warrants

On August 16, 2005, the Company entered into a two-year Consulting, Confidentiality and Proprietary Rights Agreement (the “Consulting Agreement”) with Synthetic/A/(America) Ltd., a California corporation (“Synthetica”). Pursuant to the Consulting Agreement, Synthetica provides the Company with consulting services and advice relating to capital market goals, strategic business planning, financial controls, regulatory compliance, revenue generation and business development. In connection with this Consulting Agreement, the Company issued three warrants to Synthetica to purchase shares of the Company’s common stock.
The first warrant issued to Synthetica (“Warrant No. 1”) gives Synthetica the right to purchase 250,000 shares of Common Stock at an exercise price of $4.00 per share. Warrant No. 1 was fully vested upon issuance and expires upon the earliest to occur of the following: (i) the date of termination of the Consulting Agreement by the Company due to a material breach of the Consulting Agreement by Synthetica; (ii) the closing of a merger or consolidation of the Company pursuant to which the stockholders of the Company hold less than 50% of the voting securities of the surviving or acquiring entity, or a sale of all or substantially all the assets of the Company; (iii) August 16, 2007, provided that at least 25% of the outstanding capital stock of the Company has not been held by institutional investors (at any single moment) on or prior to such time; or (iv) August 16, 2009.
The second warrant issued to Synthetica (“Warrant No. 2”) gives Synthetica the right to purchase 500,000 shares of Common Stock at an exercise price of $4.00 per share. Warrant No. 2 was fully vested upon issuance and expires upon the earliest to occur of the following: (i) the date of termination of the Consulting Agreement by the Company due to a material breach of the Consulting Agreement by Synthetica; (ii) the closing of a merger or consolidation of the Company pursuant to which the stockholders of the Company hold less than 50% of the voting securities of the surviving or acquiring entity, or a sale of all or substantially all the assets of the Company; (iii) August 16, 2007, provided that the Company has not completed a secondary offering equal to or in excess of $200,000,000; or (iv) August 16, 2009.
The third warrant issued to Synthetica (“Warrant No. 3”) gives Synthetica the right to purchase 250,000 shares of Common Stock at an exercise price of $4.00 per share. Warrant No. 3 was fully vested upon issuance and expires upon the earliest to occur of the following: (i) the date of termination of the Consulting Agreement by the Company due to a material breach of the Consulting Agreement by Synthetica; (ii) the closing of a merger or consolidation of the Company pursuant to which the stockholders of the Company hold less than 50% of the voting securities of the surviving or acquiring entity, or a sale of all or substantially all the assets of the Company; (iii) August 16, 2007, provided that the Company’s Common Stock has not become publicly traded on NASDAQ on or prior to such time; or (iv) August 16, 2009.

VSPC (now in the pps gutter) also EXPLOITED one of these shell-pea "lock-up agreements" after they hired Maurizio as a consultant. One could/SHOULD assume that Maurizio planted this share lock-up nonsense exploitation seed there in VSPC as he intends to do in PXCE.

http://www.viaspace.com/press_article.php?id=1059

04/13/2006

VIASPACE STOCKHOLDER AGREES TO EXTEND LOCK-UP OF SHARES UNTIL APRIL 9, 2011

PASADENA, CA.� April 13, 2006�VIASPACE Inc. (OTCBB: VSPC) today announced that SNK Capital Trust (�SNK�), its largest external non-management stockholder, has agreed to extend the lock-up of 61,204,286 shares, representing 21% of the outstanding shares in the company, until April 9, 2011. SNK�s shares previously were restricted until June 22, 2006 under SEC Rule 144.

Under the signed lock-up agreement, SNK will not offer, sell, contract to sell, pledge, or otherwise dispose of any shares or securities convertible into or exchangeable or exercisable for any shares, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares.


The above is at the very essence of stock DD. Anyone that thinks the above is off-topic SPECIFIC to PXCE should close their portfolio account immediately and buy cd's, treasuries, or put the cash under their mattress.