MDwerks Global
Holdings, Inc.
Windolph Center, Suite I
1020 NW 6 th Street
Deerfield Beach, FL
33442
September 21,
2005
To Officers and
Directors and 10% Holders of MDwerks Common Stock:
Re: Reverse
Merger Lock-Up Agreement
Ladies and
Gentlemen:
MDwerks Global Holdings,
Inc. (‘‘MDwerks’’) and its subsidiaries
plan to enter into a reverse merger transaction with a
publicly-traded company (‘‘Pubco’’),
concurrently with a private offering on a ‘‘best
efforts mini-max’’ basis (the
‘‘Offering’’) up to 200 units (each a
‘‘Unit’’ and collectively, the
‘‘Units’’) at a purchase price of $25,000
per Unit. Each Unit consists of 10,000 shares of Pubco’s
Class A Common Stock (the ‘‘Common
Stock’’), and one detachable warrant (a
‘‘Warrant’’) entitling the holder thereof
to purchase up to 10,000 shares of Common Stock at a purchase price
of $2.50 per share. Pubco has reserved the right to sell up to an
additional 30 Units at $25,000 per Unit (the
‘‘Over-Allotment Option’’ or
‘‘Increased Maximum Offering’’) for an
aggregate offering of up to 230 Units.
Concurrent with the
initial closing of the Offering, a to-be-formed, wholly owned
subsidiary of Pubco, (‘‘Sub’’), will be
merged with and into MDwerks (the
‘‘Merger’’). As a result of the Merger,
MDwerks will become a wholly owned subsidiary of Pubco and
MDwerks’ former stockholders will become the majority
stockholders of Pubco. Pubco, who shares initially will be quoted
on the Over-the-Counter Bulletin Board, will change its corporate
name to MDwerks, Inc. and, with the proceeds of the Offering, will
continue the business of MDwerks as its only line of
business.
You are or will be at
the closing of the Offering, a holder (a
‘‘Holder’’) of outstanding shares of Common
Stock following the Offering.
It is essential to
the success of the Offering that Pubco and its financial advisors
can give comfort to potential investors that the
‘‘after market’’ for shares of Pubco Common
Stock will not be disrupted by a very substantial block of shares
being sold in an inappropriate fashion. We have already obtained
such comfort, substantially in the form provided for below, from
each of our officers, directors and principal
shareholders .
By signing and returning
this agreement in the manner indicated below, you hereby agree
not to, directly or indirectly, publicly sell, contract to
sell or otherwise transfer any of the Common Stock beneficially
owned by you immediately afte
