EXHIBIT 2
LOCK-UP AGREEMENT
April 14, 2004
YDI Wireless, Inc.
0000 Xxx Xxxxxxx
Xxxxx Xxxxxx, XX 00000
Attn: Chief Executive Officer
To Whom It May Concern:
This Lock-up Agreement (this "Agreement") is being signed in connection
with that certain Agreement and Plan of Merger and Reorganization, dated as of
April 14, 2004 (the "Merger Agreement"), among YDI Wireless, Inc., a Delaware
corporation ("Parent"), T-Xxx Acquisition Corporation, a Washington corporation
and wholly owned subsidiary of Parent, and Terabeam Corporation, a Washington
corporation. Capitalized terms used in this Agreement without definition have
the meanings given to those terms in the Merger Agreement.
In recognition of the benefit that the Merger will confer upon the
undersigned and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the undersigned, the undersigned
hereby agrees to the following:
1. Without the prior written consent of Parent, except as otherwise
specifically set forth herein, the undersigned will not, during the period
commencing on the Closing Date and ending on the one-year anniversary of the
Closing Date (the "Final Release Date"), (a) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
dispose of, directly or indirectly, any equity securities of Parent issued to
the undersigned pursuant to the Merger Agreement (the "Restricted Shares"), or
(b) enter into any swap or other arrangement that transfers to another, in whole
or in part, directly or indirectly, any of the economic consequences of
ownership of the Restricted Shares, whether any such transaction described in
clause (a) or (b) above (each, a "Transfer") is to be settled by delivery of
common stock or other securities, in cash, or otherwise.
2. Notwithstanding the foregoing:
(a) at any time from the date that is 180 days after the Closing
Date until the date that is 270 days after the Closing Date and subject to
compliance with any applicable laws, regulations and other applicable
restrictions, the undersigned shall be permitted to engage in any Transfers of
Restricted Shares, provided that at all times during such three-month period the
undersigned retains at least 50% of the Restricted Shares; and
(b) at any time from the date that is 270 days after the Closing
Date until the Final Release Date and subject to compliance with any applicable
laws, regulations and other
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applicable restrictions, the undersigned shall be permitted to engage in any
Transfers of Restricted Shares, provided that at all times during such
three-month period the undersigned retains at least 25% of the Restricted
Shares; it being expressly understood that following the Final Release Date, the
undersigned shall be permitted to engage in any Transfers of Restricted Shares
without any restriction whatsoever under this Agreement.
3. Notwithstanding the foregoing, the undersigned may engage in any of the
following Transfers of Restricted Shares at any time: (i) as a bona fide gift or
gifts, provided that the donee or donees thereof agree to be bound in writing by
the restrictions set forth herein and a copy of that writing is given to Parent
before the Transfer; (ii) to any trust for the direct or indirect benefit of any
of the undersigned or the immediate family of any of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein and a copy of that writing is given to Parent before the
Transfer; or (iii) as a distribution to shareholders, partners or members of any
of the undersigned, provided that such shareholders, partners or members agree
to be bound in writing by the restrictions set forth herein and a copy of that
writing is given to Parent before the Transfer. For purposes of this agreement,
"immediate family" shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin.
4. Notwithstanding the foregoing, if the Merger Agreement is terminated
prior to the Effective Time, this Agreement will terminate at the same time as
the Merger Agreement.
5. The undersigned acknowledges that Parent is relying on the agreements
of the undersigned set forth herein in making its decision to enter into the
aforementioned Merger Agreement.
6. The undersigned agrees that, if so requested by Parent, any certificate
representing any Restricted Shares shall bear a legend stating that they are
subject to this Agreement.
7. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington without regard to principles of conflict of
laws.
8. This Agreement may be executed in one or more counterparts and
delivered by facsimile, each of which shall be deemed to be an original but all
of which shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Agreement, or caused
this Agreement to be executed by its duly authorized representative, as of the
date first set forth above.
Very truly yours,
MOBIUS TECHNOLOGY VENTURES VI, L.P.
By: Mobius VI, LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI, L.P.
By: Mobius VI, LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI, L.P.
By: Mobius VI, LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
SOFTBANK US VENTURES VI, L.P.
By: Mobius VI, LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
PAGE 30 OF 31 PAGES
SOFTBANK TECHNOLOGY VENTURES ADVISORS FUND V, L.P.
By: SBTV V LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
SOFTBANK TECHNOLOGY VENTURES ENTREPRENEURS FUND V, L.P.
By: SBTV V LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
SOFTBANK TECHNOLOGY VENTURES V, L.P.
By: SBTV V LLC, its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Managing Director
ADDRESS FOR EACH OF THE STOCKHOLDERS SHOWN ABOVE:
Mobius Venture Capital
0 Xxxx Xxxx Xxxxxx, Xxxxx 000
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, General Counsel
Facsimile No.: (000) 000-0000
ACCEPTED, ACKNOWLEDGED AND AGREED,
as of the date indicated below:
YDI Wireless, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
Dated: April 14, 2004
PAGE 31 OF 31 PAGES
