EXHIBIT 10.4
Form of Lock-up
Letter
August
2005
Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, California 92571
Re: Registration of Securities by
Modtech Holdings, Inc.
Dear Ladies and Gentlemen:
The undersigned, a stockholder and
an [officer/director] of Modtech Holdings, Inc., a Delaware
corporation (the “Company”), understands that the
Company has entered into a Securities Purchase Agreement dated
August , 2005, with certain
purchasers of its common stock (the “Purchase
Agreement”) as provided therein pursuant to which the Company
has agreed to file a Registration Statement (the
“Registration Statement”) with the Securities and
Exchange Commission, which will allow certain stockholders of the
Company to resell their shares of common stock of the Company,
$0.01 par value per share (the “Common Stock”) and
warrants exercisable into shares of Common Stock, in a secondary
offering. This Letter Agreement is a material inducement to each
purchaser to purchase the Commons Stock and warrants pursuant to
the Purchase Agreement.
In recognition of the benefit that
such an offering will confer upon the undersigned as a stockholder
and an [officer/director] of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned agrees that subject to the
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