LOCK UP AGREEMENT
Made this 20 th day of October, 2006.
PACIFIC COPPER CORP.,
(herein called “Pacific Copper”)
- and -
The Parties listed on Schedule A
(herein called “Shareholders”)
WHEREAS, Pacific Copper proposed to file a registration including common shares held by the
parties listed on Schedule A;
NOW THEREFORE, the parties hereto agree as follows:
1. In consideration of Pacific Copper agreeing to register the common shares (the “Shares”) held by the
Shareholders, the Shareholders agree that Shares shall be subject to the following restrictions.
2. The Shareholders agree that up to 25% of the Shares may be re-sold when the registration statement
becomes effective, 25% may be re-sold six months from the date of effectiveness, 25% may be re-sold
twelve months from the date of effectiveness and 25% may be re-sold eighteen months from the date of
effectiveness. Each Shareholder will be issued four certificates for the Shares and three of those
certificates will be legended to reflect the forgoing restrictions on re-sale.
3. It is agreed that the Shares will not be certificated until the registration statement becomes effective.
4. There can be no assurance that the Company’s registration statement will be declared effective by the
Securities and Exchange Commission. The Shares may not be resold unless registered under the
Securities Act of 1933 as amended and may not be sold, offered for sale of transferred unless such sale
or transfer is in compliance without exceptions from registration and an opinion of council satisfactory in
form and substance to counsel for the Company, that this transaction will not result in a violation of
United Stated Federal or State Law.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first
5. This Agreement is in addition to and not substitution of the agreement under which the Shareholder