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LOCK-UP AGREEMENT
February
__, 2008
Ladies
and Gentlemen:
Reference
is made to those discussions among Geeks On Call America,
Inc., a Virginia corporation (“
Geeks On Call ”)
and Geeks On Call Holdings, Inc., a Delaware corporation (the
“
Company ”),
relating to a proposed business combination between Geeks On Call
and the Company and a related private placement financing (the
“
Transactions ”).
In
connection with the Transactions, the Company and Geeks On Call
contemplate entering into a proposed Merger Agreement (the
“
Merger Agreement ”)
pursuant to which Geeks On Call’s stockholders shall receive
common stock, par value $0.001 per share, of the Company (the
“
Common Stock ”)
in consideration for shares of Geeks On Call held by them at the
effective time of the merger. In consideration of the Company and
Geeks On Call 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 options
to acquire shares, 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, or upon the exercise of any
options to acquire shares of Common Stock, during the period
commencing on the “Closing Date” (as that term will be
defined in the Merger Agreement) and ending on the 6-month
anniversary of the date that the Company files a
“resale” registration statement with the Securities
Exchange Commission covering all shares of common stock, and all
shares of common stock underlying warrants, included within units
sold by the Company in a private placement (the “
Lockup Period ”),
without the prior written consent of the Company. Notwithstanding
the foregoing, the undersig
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