Mercator
Partners Acquisition Corp.
One Fountain Square
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Reference is made
to the Stock Purchase, dated May 23, 2006 (the “
Stock Purchase Agreement ”), by and among Mercator
Partners Acquisition Corp., Ltd., a Delaware corporation (
“Buyer” ), Global Internetworking, Inc., a
Virginia corporation ( “Company” ), and each of
the following persons: D. Michael Keenan (
“Keenan” ), Todd J. Vecchio (
“Vecchio” ), and Raymond E. Wiseman (
“Wiseman” ), such persons being all of the
stockholders of the Company (each a
“Stockholder” and, collectively, the
“Stockholders” ). Capitalized terms used but not
otherwise defined herein shall have the meanings given them in the
Stock Purchase Agreement.
As a condition to
Buyer entering into the Stock Purchase Agreement and consummating
the transactions contemplated thereby, the undersigned Stockholder
has agreed to restrict the sale and transfer of certain shares of
Buyer Common Stock issuable to such Stockholder pursuant to the
terms of this Lockup Agreement (this “ Agreement
”). Accordingly, the undersigned Stockholder hereby agrees as
follows:
1.
Transfer Restrictions . The undersigned agrees that, except
as expressly permitted by this Agreement, and subject to any other
restrictions on the Transfer (as defined below) of shares of Buyer
Common Stock issuable to such Stockholder pursuant to the Stock
Purchase Agreement (the “ Additional Transfer
Restrictions ”), the undersigned will not, directly or
indirectly, offer to sell, contract to sell or otherwise sell or
dispose of, or enter into any other transaction which is designed
to, or might reasonably be expected to, result in the transfer
(whether by actual transfer or effective economic transfer due to
cash settlement or otherwise) of any right, title or interest in or
to any of sell, transfer, pledge, hypothecate or otherwise dispose
of, or reduce the undersigned’s interest in or risk relating
to (hereinafter referred to as a “ Transfer ”),
any shares of Buyer Common Stock: (i) issued to the
undersigned in connection with the Stock Purchase (as defined in
the Stock Purchase Agreement) in accordance with the terms of the
Stock Purchase Agreement; or (ii) otherwise acquired or
beneficially owned by the undersigned as a result of the
transactions contemplated by the Stock Purchase Agreement
including, but not limited to, Class W Warrants, Class Z
Warrants (or shares of Buyer Common Stock issued upon exercise of
the Class W Warrants or Class Z Warrants) (collectively,
the “ Lockup Shares ”).
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2.
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Release of Lockup Shares from
Transfer Restrictions . The Lockup Shares shall be
released from the restrictions on Transfer set forth in
Section 1 of this Agreement, and may be Transferred by the
undersigned (subject to any other applicable restrictions on
Transfer) as follows:
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(a)
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For
the period commencing on the Effective Time (as defined in the
Stock Purchase Agreement) and terminating on the date which is six
(6) months subsequent to the Effective Time, the undersigned
may not transfer any Lockup Shares.
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(b)
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For
the period commencing on the date which is six (6) months and
one (1) day after the Effective Time and terminating one
(1) year and six (6) months subsequent to the Effective
Time, the undersigned may Transfer no more than fifty percent (50%)
of that number of Lockup Shares that would be saleable by the
undersigned pursuant to the provisions of Rule 145 in any
consecutive three (3) month period; provided however, for
purposes of applying Rule 145, subsection (d)(2) thereof shall
be deemed amended by substituting eighteen (18) months for one
(1) year therein.
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(c)
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Thereafter, subject to applicable
securities laws, there will be no limitation on the
undersigned’s ability to Transfer the Lockup
Shares.
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3.
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Required Legends
. The certificate(s)
evidencing the Lockup Shares will include, in addition to any other
required legends, a legend substantially similar to that set forth
below, which the undersigned has read and understands:
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THESE
SECURITIES ARE SUBJECT TO A LOCKUP AGREEMENT, DATED AS OF OCTOBER
15, 2006, BETWEEN THE HOLDER HEREOF AND MERCATOR PARTNERS
ACQUISITION CORP. WHICH RES
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