Exhibit 10.2
September 18, 2006
To the Board of Directors of
Zingerang, Inc. (the "Company"):
Gentlemen:
The undersigned (the Subscriber") hereby subscribes to purchase FORTY MILLION
(40,000,000) shares of Zingerang, Inc.'s common stock (the "Founders Shares") at
a price of $0.00025 per share, representing a total purchase price of $ 10,000.
As a purchaser of Founders Shares offered to founders, the Subscriber
understands that, the Company intends to offer additional shares of common stock
in one or more private offerings (the "Private Offerings"). After the completion
of the Private Offerings, the Company has agreed to file with the Securities and
Exchange Commission ("SEC") an SB-2 registration statement (the "Registration
Statement") to register certain shares of common stock described in its Private
Offerings and to exercise its reasonable best efforts to cause the Registration
Statement to become effective. The Company has also agreed to request a
broker-dealer to file with the National Association of Securities Dealers, Inc.
(the "NASD") to secure the listing or quotation of its Common Stock on the Over
the Counter Bulletin Board market maintained by the NASD.
As an inducement to the purchasers of the Private Offerings and to NASD market
makers to establish a public market for the common stock, the undersigned hereby
agrees that from the date hereof and until two (2) years after the Registration
Statement is declared effective by the SEC (the "Lock-up Term"), the Subscriber
will not sell or offer to sell any unregistered shares of the Company's common
stock which the Subscriber owns as may be permitted pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Any shares of common stock acquired by the undersigned in the Private Offerings
and included in the Registration Statement will not be subject to the lock-up
provisions of this Agreement.
Once the Lock-up Term has expired, the Subscriber will be entitled to piggyback
registration rights. If the Company proposes to file a registration statement
under the Securities Act with respect to an offering for its own account of any
class of its equity securities (other than a registration statement on Form S-8
(or any successor form) or any other registration statement relating solely to
employee benefit plans or filed in connection with an exchange offer, a
transaction to which Rule 145 (or any successor provision) under the Securities
Act applies or an offering of securities solely to the Company's existing
shareholders), then the Company shall in each case give written notice of such
proposed filing to the Subscriber as soon as practicable (but no later than 20
business days) before the anticipated filing date, and such notice shall offer
the Subscriber the opportunity to register such number of Founders Shares the
Subscriber may request. The Subscriber shall so advise the Company in writing
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within 10 business days after the date on which the Company's notice is so
given, setting forth the number of Founders Shares for which registration is
requested. If the Company's offering is to be an underwritten offering, the
Company shall use its reasonable best efforts to cause the managing underwriter
or underwriters to permit the Subscriber to include the requested number of
Founders Shares in such offering on the same terms and conditions as any similar
securities of the Company included therein. Once the registration statement is
declared effective by the SEC, the Subscriber will not sell or distribute more
than 25% of Subscriber's Founders Shares included in the registration every
ninety (90) days.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to remove restrictive legends from
any share certificates held by the undersigned if such removal would constitute
a violation or breach of this Agreement.
This agreement shall be binding on the Subscriber and the successors, heirs,
personal representatives and assigns of the Subscriber.
/s/Jonathan Lei
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Signature
ROAMING MESSENGER INC.
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Name of Subscriber (printed)
50 CASTILIAN DR. SUITE A
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Street Address
GOLETA CA 93117
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City State Zip
30-0050402
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Tax I.D. Number
(805) 683-7626
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Telephone
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Email
This Subscription Agreement is agreed to and accepted as of September 18, 2006.
ZINGERANG, INC.
By: /s/Derek McLeish
____________________________________
Name: Derek McLeish
Title: Chief Executive Officer
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