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Exhibit 10.28
X.X. XXXXXXXXXX & CO., INC.
XXXX CAPITAL PARTNERS, INCORPORATED
c/o X.X. XXXXXXXXXX & CO., INC.
As Representatives of the Several Underwriters
Xxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Re: Lock Up Agreement
Gentlemen:
In order to induce X.X. Xxxxxxxxxx & Co., Inc. and Xxxx
Capital Partners, Incorporated, the representatives of the several underwriters
(the "Representatives"), and Dynacs Inc., a Delaware corporation (the
"Company"), or its successor, to enter into an underwriting agreement with
respect to the public offering of shares of common stock, (the "Common Stock")
of the Company (or its successor), I hereby agree that for a period of one
hundred eighty (180) days following the effective date of the Company's (or its
successor's) Registration Statement in connection with such public offering, I
will not, without prior written consent of X.X. Xxxxxxxxxx & Co., Inc., directly
or indirectly, sell, offer to sell, grant an option for the sale of, transfer,
assign, hypothecate, pledge, distribute or otherwise dispose or encumber (either
pursuant to Rule 144 of the regulations under the Securities Act of 1933, as
amended, or otherwise) any shares of Common Stock of the Company (or its
successor) or options, rights, warrants or other securities convertible into,
exchangeable or exercisable for or evidencing any right to purchase or subscribe
for shares of Common Stock of the Company (or its successor) (collectively, the
"Securities") (whether or not beneficially owned by the undersigned), or any
beneficial interest therein, provided, however, that the undersigned may
transfer the Securities, or a beneficial interest therein, in a private
transaction pursuant to an exemption from registration (other than Rule 144)
provided that the transferee agrees in writing to be bound by the terms of this
agreement.
In order to enable the Representatives to enforce the
aforesaid covenants, I hereby consent to the placing of legends and
stop-transfer orders with the transfer agent of the Company's (or its
successor's) securities with respect to any of the Securities registered in my
name or beneficially owned by me.
This Agreement shall be binding on the undersigned and his,
her or its respective successors, heirs, personal representatives and assigns.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles.
Dated:_____________________
___________________________ ______________________________
Signature Print Address
___________________________ ______________________________
Print Name ______________________________
Print Social Security
Number or Taxpayer I.D. Number
