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FORM
OF LOCK-UP LETTER AGREEMENT
To
the Purchasers of g8wave Holdings, Inc.’s Common
Stock
Pursuant
to that certain Subscription Agreement attached as Exhibit A
to
Confidential
Private Placement Memorandum, dated April 18,
2007
The
undersigned officers and directors of G8Wave, Inc., a Delaware
corporation (the “
Company ”),
understand that you (“
You ”)
have entered into a Subscription Agreement (the “
Subscription Agreement ”)
for
the purchase of shares of common stock, par value $0.001 per share
(“Common Stock”), of g8wave Holdings, Inc., a Delaware
corporation ( “
Holdings ”
),
in a private offering of up to 200 units of Holdings, each unit
consisting of 16,666 shares of Common Stock and a warrant to
purchase 8,333 shares of Common Stock at $2.25 per share (the
“
PIPE ”).
It is currently anticipated that, concurrently with the closing of
the PIPE, the Company will be merged with a wholly-owned subsidiary
of Holdings, with the Company being the surviving entity of such
merger (the “
Merger ,”
and together with the PIPE, the “
Transactions ”).
As part of the Merger, Holdings will acquire all of the issued and
outstanding capital stock of the Company, such that, immediately
following the Merger, the Company will be a wholly-owed subsidiary
of Holdings.
In
order to induce You to consummate the PIPE, and concurrently
with, and contingent upon, the closing of the Transactions,
and for other good and valuable consideration, each
undersigned party hereby irrevocably agrees that, without Your
prior written consent, such party will not, during
the period commencing on the closing date of the Transactions
and ending on the one (1) year anniversary thereof, (i) lend,
offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any securities
of Holdings, including securities convertible into or
exercisable or exchangeable for shares of Common Stock
(whether now owned or hereafter acquired), or (ii) enter into
any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of
ownership of any securities of Holdings, including any
securities convertible into or exercisable or exchangeable for
shares of Common Stock (whether now owned or hereafter
acquired), whether any such transaction described in clause
(i) or (ii) above is to be s
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