FORM OF LOCK-UP AGREEMENT
______
__, 2007
Ladies
and Gentlemen:
Reference
is made to those discussions among Clear Skies Group, Inc., a
New York corporation (“
Clear Skies ”)
and Clear Skies Holdings, Inc., a Delaware corporation (the
“
Company ”),
relating to a proposed business combination between Clear Skies and
the Company and a related private placement financing (the
“
Transactions ”).
In
connection with the Transactions, the Company and Clear Skies
contemplate entering into a proposed Merger Agreement (the
“
Merger Agreement ”)
pursuant to which Clear Skies’s stockholders shall receive
common stock, par value $0.001 per share, of the Company (the
“
Common Stock ”)
in consideration for shares of Clear Skies held by them at the
effective time of the merger. In consideration of the Company and
Clear Skies entering into the Transactions, the undersigned hereby
agrees as follows:
1.
The
undersigned hereby covenants and agrees, except as provided
herein, not to (1) offer, sell, contract to sell
,
grant any option to purchase, hypothecate, pledge,
or
otherwise dispose of or
(2)
transfer title to (a “
Prohibited Sale ”)
any of the shares (the “
Acquired Shares ”)
of Common Stock acquired by the undersigned pursuant to or in
connection with the Merger Agreement, during the period commencing
on the Closing Date (as that term will be defined in the Merger
Agreement) and ending on the 15-month anniversary of the Closing
Date (the “
Lockup Period ”),
without the prior written consent of the Placement
Agent.
2.
Notwithstanding
the foregoing, the undersigned shall be permitted during the
Lockup Period, without the consent of the Placement Agent or
any other party, (i) to engage in transactions in connection
with the undersigned’s participation in the
Company’s stock option plans, (ii) to transfer all or
any part of the Acquired Shares to any family me
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