EXHIBIT 4.1
LOCK-UP AGREEMENT
May 15, 2006
MMC Energy, Inc.
00 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to that certain binding Term Sheet (the "Term Sheet"),
dated as of April 20, 2006 by and among MMC Energy, Inc. (f/k/a High Tide
Ventures, Inc.) (the "Company"), Xxxxxxxx Capital Group and MMC Energy North
America, LLC ("MMC"), relating to the proposed merger (the "Merger") of MMC
Acquisition Corp., a wholly-owned subsidiary of the Company ("Acquisition Sub")
with and into MMC. In connection with the Merger, the Company, Acquisition Sub
and MMC also entered into that certain Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), dated as of May 12, 2006, pursuant to
which membership interests of MMC will be exchanged for shares of common stock
of the Company, par value $0.001 per share (the "Common Stock"). The purpose of
this letter agreement (the "Letter Agreement") is to set forth the agreement
contemplated by the Term Sheet between the Company and each of the officers and
directors of the Company following the Merger, with respect to a lock-up of the
shares of Common Stock of the Company to be held by such officers and directors.
Accordingly, in consideration of the Company and MMC entering into the Merger
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees as
follows:
1. The undersigned hereby covenants and agrees, except as provided herein,
not to (a) offer, sell, contract to sell or otherwise dispose of or (b) transfer
title to (a "Prohibited Sale") any of the shares (the "Acquired Shares") of
Common Stock acquired by the undersigned pursuant to or in connection with the
Merger Agreement, during the period commencing on the "Closing Date" (as that
term is defined in the Term Sheet) and ending on the 12-month anniversary of the
Closing Date (the "Lockup Period"), without the prior written consent of the
Company. Notwithstanding the foregoing, the undersigned shall be permitted from
time to time during the Lockup Period, without the prior written consent of the
Company, as applicable, (i) to engage in transactions with the shares of Common
Stock the undersigned may acquire pursuant to the Company's stock option plan
(ii) to transfer all or any part of the Acquired Shares to any family member,
for estate planning purposes or to an affiliate thereof (as such term is defined
in Rule 405 under the Securities Exchange Act of 1934, as amended), provided
that such transferee agrees with the Company to be bound hereby, and in any
transaction in which holders of the Common Stock of the Company participate or
have the opportunity to participate pro rata, including, without limitation, a
merger, consolidation or binding share exchange involving the Company, a
disposition of the Common Stock in connection with the exercise of any rights,
warrants or other securities distributed to the Company's stockholders, or a
tender or exchange offer for the Common Stock, or (iii) to pledge any of the
Acquired Shares to secure bona fide indebtedness or other financial obligations,
which shares may be offered and sold by the pledgee free of the restrictions of
this Letter Agreement upon foreclosure by or on behalf of such pledgee, and no
transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall be
deemed a Prohibited Sale for purposes of this Letter Agreement.
2. This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflict of laws
principles.
3. This Letter Agreement will become a binding agreement between the
Company and the undersigned as of the Closing Date, and shall be binding upon
the undersigned's heirs, legal representatives, successors and assigns. This
Letter Agreement (and the agreements reflected herein) may be terminated by the
mutual agreement of the Company and the undersigned, and if not sooner
terminated, will terminate upon the expiration date of the Lockup Period. This
Letter Agreement may be duly executed by facsimile. This Letter Agreement may be
modified or waived only by a separate writing signed by each of the parties
hereto expressly so modifying or waiving such agreement.
Very truly yours,
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[name]
