Re: Securities Purchase Agreement, dated as of December 27, 2007 (the “Purchase Agreement”), between Marine Park Holdings, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the...
EXHIBIT
10.16
FORM OF
LOCK-UP AGREEMENT
December
27, 2007
Each
Purchaser referenced below:
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Re:
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Securities
Purchase Agreement, dated as of December 27, 2007 (the “Purchase Agreement”),
between Marine Park Holdings, Inc., a Delaware corporation (the “Company”) and
the purchasers signatory thereto (each, a “Purchaser” and,
collectively, the “Purchasers”)
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Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement. Pursuant
to Section 2.2 of the Purchase Agreement and in satisfaction of a condition of
the Company’s obligations under the Purchase Agreement, the undersigned
irrevocably agrees with the Company that, from the date hereof until the 36
month anniversary of the Effective Date (such period, the “Restriction Period”),
the undersigned will not offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person
in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to,
any shares of Common Stock or Common Stock Equivalents beneficially owned, held
or hereafter acquired by the undersigned (the “Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company shall impose
irrevocable stop-transfer instructions preventing the Transfer Agent from
effecting any actions in violation of this Letter Agreement.
Notwithstanding
the foregoing, the undersigned shall be permitted to make Transfers of the
shares of the Company’s Common Stock held by the undersigned during the
Restriction Period expressly in accordance with the following (collectively, the
“Sale
Allowances”):
1. During
the 24 month period immediately following the Effective Date, the undersigned
shall be permitted to make Transfers of the shares of the Company’s Common Stock
held by the undersigned, on a monthly basis in an amount equal to up to
_________1
shares of Common Stock, subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Letter Agreement, per month
(the undersigned acknowledges and agrees that the foregoing limits on Transfers
are non-cumulative and may not be carried over from month to
month).
___________________
1 Insert
amount that is equal to 1/12th of the
shares of Common Stock beneficially owned by the undersigned.
The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the
undersigned has the power and authority to execute, deliver and perform this
Letter Agreement, that the undersigned has received adequate consideration
therefor and that the undersigned will indirectly benefit from the closing of
the transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, each Purchaser and the
undersigned. This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in
Manhattan, for the purposes of any suit, action or proceeding arising out of or
relating to this Letter Agreement, and hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that (i) it is not personally
subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or
proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under the Purchase Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. The undersigned hereby waives any right to a trial by
jury. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this Letter Agreement does not intend to
create any relationship between the undersigned and each Purchaser and that each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.
By its
signature below, the Transfer Agent hereby acknowledges and agrees that,
reflecting this Letter Agreement, it has placed an irrevocable stop transfer
instruction on all Securities beneficially owned by the undersigned until the
end of the Restriction Period. This Letter Agreement shall be binding
on successors and assigns of the undersigned with respect to the Securities and
any such successor or assign shall enter into a similar agreement for the
benefit of the Purchasers.
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SIGNATURE PAGE FOLLOWS***
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This
Letter Agreement may be executed in two or more counterparts, all of which when
taken together may be considered one and the same agreement.
__________________________________
Signature
__________________________________
Print
Name__________________________________
Position
in CompanyAddress
for Notice:
__________________________________
__________________________________
__________________________________
Number of
shares of Common Stock
Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities
By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.
Marine
Park Holdings, Inc.
By:
_________________________________
Name:
Title:
Acknowledged
and agreed to
as of the
date set forth above:
[insert name of Transfer
Agent]
By:__________________________________
Name:
Title:
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