EX-10 4 crossatlanticsb2am1ex10-3.txt LOCK UP AGREEMENTS Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Theodore K. Landau (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Theodore K. Landau ---------------------- Shareholder Address: 6165 Old Court Road Boca Raton, FL 33433 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Dean Primavera (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Dean Primavera ---------------------- Shareholder Address: 962 Northlake Boulevard #237 Lake Park, FL 33403 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Mark Iannuzzi (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Mark Iannuzzi ---------------------- Shareholder Address: 315 North Avenue Mt. Clemen, MI 48043 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Joseph Turner (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Joseph Turner ---------------------- Shareholder Address: 12783 152nd St. North Jupiter, Florida 33478 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Arnold Kaufman (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Arnold Kaufman ---------------------- Shareholder Address: 81 East Hampton Drive West Palm Beach, Florida 33417 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among James V. Mikolanda (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. James V. Mikolanda ---------------------- Shareholder Address: 5570 Barton Road, 406 North Olmsted, Ohio 44070 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Euclid and Ana Maria Antunes (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Euclid Antunes Ana Maria Antunes ---------------------- Shareholder Address: 19 Westerly Lane Thornwood, NY 10594 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Christopher S. Clayton (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Christopher S. Clayton ---------------------- Shareholder Address: 103 Richland Dr. West Mandeville, LA 70448 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Richard E. Njoku (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Richard E. Njoku ---------------------- Shareholder Address: 237 E. 210th St. Euclid, OH 44123 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Frank Bertrand (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Frank Bertrand ---------------------- Shareholder Address: 2308 Trott Avenue Vienna, VA 22181 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among John F. Mulrey (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. John F. Mulrey ---------------------- Shareholder Address: 950 NW 199 Terrace Pembroke Pine, FL 33029 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Lloyd Rubin (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Lloyd Rubin ---------------------- Shareholder Address: 78 East Street South Salem, NY 10590 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among David Nixon (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. David Nixon ---------------------- Shareholder Address: 15125-4 Pine Meadows Drive Fort Myers, FL 33908 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Kenneth J. Quist (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Kenneth J. Quist ---------------------- Shareholder Address: 7463 S. 227th E. Avenue Broken Arrow, OK 74014 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among James Depelesi (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. James DePelisi, President of LVD Corporation ---------------------- Shareholder Address: 10640 NW 32 Street Sunrise, FL 33357 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Richard Gabay (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Richard Gabey ---------------------- Shareholder Address: 2170 Belle Sonia Court Syosset, New York 11791 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among David E. Kasper (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. David E. Kasper ---------------------- Shareholder Address: 4305 S. Peacock Lane Rolling Meadows, IL 60008 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Seymour Field (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Seymour Field ---------------------- Shareholder Address: 9975 Ramblewood Drive Coral Springs, FL 33071 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Margaret McCullum (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Margaret McCullum ---------------------- Shareholder Address: 6420 E. Tropicana #435 Las Vega, NV 89122 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among John Santiago (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. John F. Santiago ---------------------- Shareholder Address: 1768 Annandale Circle Royal Palm Beach, FL 33411 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Craig & Stacy Fichtman (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Craig & Stacy Fichtman ---------------------- Shareholder Address: 5954 Newport Village Way Lake Worth, FL 33463-7365 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Edward A. Storey (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Edward A. Storey ---------------------- Shareholder Address: 235 Stirling Avenue Winter Park, FL 32789 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Erin T. Stokes (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Erin T. Stokes ---------------------- Shareholder Address: 12783 152nd St. N Jupiter, FL 33478 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Victoria Hoffmann (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Victoria Hoffman ---------------------- Shareholder Address: 1171 Royal Palm Boulevard Apt. 203 Coral Springs, FL 33065 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Suheil Boutros (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Suheil Boutros ---------------------- Shareholder Address: 5900 Geddes Road Ybsilani, MI 43408 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Richard Bigley (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Richard Bigley ---------------------- Shareholder Address: 1192 SW Lake Circle Boynton Beach, FL 33426 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Daniel Mejia (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Daniel Mejia ---------------------- Shareholder Address: 2057 Island Circle Westin, FL 33326 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005 Lockup Agreement This Lockup Agreement (the ?Agreement?) is entered into as of this 12th day of August 2005, by and among Jesse Starkman (the ?Shareholder?) and Cross Atlantic Commodities, Inc., a Nevada corporation (the ?Company?). Whereas, the shareholder holds common stock of the Company or securities convertible into or exercisable for common stock of the Company (collectively, ?Securities?); Whereas, the Company believes it is in the best interests of its stockholders to establish an orderly trading market for shares of the Company?s common stock. Whereas, the Company desires the Shareholder to refrain selling securities held by the Shareholder to encourage orderly trading in shares of the Company?s common stock; Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Lockup of Securities. The Shareholder agrees, that without the prior written consent of the Company, the Shareholder will not make or cause any sale of any Securities listed on Exhibit I hereto which, as of the date of this Agreement, the Shareholder owns either of record or beneficially, and which the Shareholder has the power to control the disposition; provided, however, that the Shareholder may, without the Company?s prior written consent, (i) sell or otherwise transfer Securities in the Company, or any of its wholly-owned subsidiaries, or make a gift of Securities without consideration to an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) transfer shares to an exchange fund if such transfer does not require the Shareholder to file a Form 144 pursuant to the rules of the Securities and Exchange Commission. 2. Consideration for Lockup. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company grants the Shareholder the right to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement, after termination of the Company?s SB-2 offering. Starting 3 months after the termination of the Company?s SB-2 offering, the Company grants the Shareholder the right every 3 months to sell up to 10% of the total amount of shares owned by the Shareholder at the time of this agreement. The balance of shares may be sold by the Shareholder without consideration for lockup, 24 months after the termination of the Company?s SB-2 offering. 3. Failure to Register Shares. Should the shares required by Section 2 of this Agreement not be filed in a registration statement with the Securities and Exchange Commission within 90 days of this Agreement, then this Agreement shall be null and void and of no further force and effect. 4. Transfer; Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5. Governing Law. This Agreement shall be governed by and construed under the laws of the State or New York applicable to contracts entered into and fully to be performed in the State of New York by residents of the State of New York. 6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constituted one and the same instrument. 7. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder?s address set forth on the signature page hereto; and (ii) the Company at Cross Atlantic Commodities, Inc., 245 Park Avenue, 39th Floor, New York, New York 10167, attention President and General Counsel. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any party may, by written notice to the other, alter its address or respondent, and such notice shall be given in accordance with the terms of this Section 8. 9. Attorneys? Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. 10. Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. 11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 12. Delays or Omissions. NO delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, 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 to any holder shall be cumulative and not alternative. 13. Entire Agreement. This Agreement and the documents referred to herein 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 cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Cross Atlantic Commodities, Inc. By: /s/Michael Enemaerke ------------------------ Name: Michael Enemaerke Title: President of Cross Atlantic Commodities, Inc. Jesse Starkman ---------------------- Shareholder Address: c/o Cross Atlantic 245 Park Avenue 39th Floor New York, NY 10167 Exhibit I Securities Subject to Lockup Agreement All shares of common stock in Cross Atlantic Commodities, Inc. issued and registered in the name of the shareholder at July 27, 2005