Form of Lock-Up Agreement
Gentlemen:
As part of the sale of the shares of Common Stock of XYZ Acquisition
Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby
represents, warrants, covenants and agrees, for the benefit of the Company and
the holders of record (the "third party beneficiaries") of the Company's
outstanding securities, including the Company's Common Stock, $.001 par value
(the "Stock") at the date hereof and during the pendency of this letter
agreement that the Holder will not transfer, sell, contract to sell, devise,
gift, assign, pledge, hypothecate, distribute or grant any option to purchase or
otherwise dispose of, directly or indirectly, its shares of Stock of the Company
owned beneficially or otherwise by the Holder except in connection with or
following completion of a merger or acquisition by the Company and the Company
is no longer classified as a blank check company as defined in Section 7(b)(3)
of the Securities Act of 1933, as amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) will instruct its transfer
agent not to transfer such securities (ii) may provide a copy of this letter
agreement to the Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificate(s) evidencing the
securities subject hereto and disclosing that any transfer, sale, contract for
sale, devise, gift, assignment, pledge or hypothecation of such securities is
subject to the terms of this letter agreement and (iii) will issue stop-transfer
instructions to its transfer agent for the period contemplated by this letter
agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents, heirs,
successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this letter
agreement in any instance must be in writing and must be duly executed by the
Company and the Holder and shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof.
The Holder agrees that any breach of this letter agreement will cause the
Company and the third party beneficiaries irreparable damage for which there is
no adequate remedy at law. If there is a breach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
THE HOLDER
/s/ Signature of Holder
