LOCK-UP AGREEMENT
[Note: Form is set up as an individual form to be signed by
each person separately.]
August15, 2006
Juniper Partners Acquisition Corp.
00 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Re: Securities Issued in Merger with Firestone Communications, Inc.
Ladies and Gentlemen:
In connection with the Agreement and Plan of Merger dated August15, 2006 by
and among Juniper Partners Acquisition Corp. ("Corporation"), Firecomm
Acquisition, Inc., Firestone Communications, Inc. and certain stockholders of
Firestone Communications, Inc. (the "Merger Agreement"), to induce the
Corporation to enter into the Merger Agreement and consummate the Merger (as
defined in the Merger Agreement), the undersigned agrees to, neither directly
nor indirectly, during the "Restricted Period" (as hereinafter defined):
(1) sell or offer or contract to sell or offer, grant any option or
warrant for the sale of, assign, transfer, pledge, hypothecate, or
otherwise encumber or dispose of (all being referred to as a
"Transfer") any legal or beneficial interest in any shares of Parent
Common Stock (as defined in the Merger Agreement) and any Merger
Warrants (as defined in the Merger Agreement) issued to the
undersigned in connection with the Merger and any shares of Parent
Common Stock issuable upon exercise of the Merger Warrants
(collectively, the "Restricted Securities"); provided that the
Contingent Warrants (as defined in the Merger Agreement) and shares of
Parent Common Stock issuable upon exercise of the Contingent Warrants
shall not be deemed to be Restricted Securities; or
(2) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of any of the Restricted Securities, whether
such swap transaction is to be settled by delivery of any Restricted
Securities or other securities of any person, in cash or otherwise.
As used herein, "Restricted Period" means the period commencing on the Closing
Date (as defined in the Merger Agreement) and ending at the close of business on
the day preceding the first anniversary of the Closing Date.
Notwithstanding the foregoing limitations, this Lock-Up Agreement will not
prevent any Transfer of any or all of the Restricted Securities, either during
the undersigned's lifetime or on
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the undersigned's death, by gift, will or intestate succession, or by judicial
decree, to the undersigned's "family members" (as defined below) or to trusts,
family limited partnerships and similar entities primarily for the benefit of
the undersigned or the undersigned's "family members;" provided, however, that
in each and any such event it shall be a condition to the Transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Restricted Securities subject to the provisions of this Lock-Up
Agreement, and other than to return the Restricted Securities to the former
ownership, there shall be no further Transfer of the Restricted Securities
except in accordance with this Lock-Up Agreement. For purposes of this
sub-paragraph, "family member" shall mean spouse, lineal descendants,
stepchildren, father, mother, brother or sister of the transferor or of the
transferor's spouse. Also notwithstanding the foregoing limitations, in the
event the undersigned is an entity rather than an individual, this Lock-Up
Agreement will not prevent any Transfer of any or all of the Restricted
Securities to the shareholders of such entity, if it is a corporation, to the
members of such entity, if it is a limited liability company, or to the partners
in such entity, if it is a partnership; provided, however, that in each and any
such event it shall be a condition to the Transfer that the transferee execute
an agreement stating that the transferee is receiving and holding the Restricted
Securities subject to the provisions of this Lock-Up Agreement, and other than
to return the Restricted Securities to the former ownership, there shall be no
further Transfer of the Restricted Securities in accordance with this Lock-Up
Agreement.
Any of the Restricted Securities subject to this Lock-Up Agreement may be
released in whole or part from the terms hereof only upon the approval of the
board of directors of the Corporation and the Committee referred to in Section
1.14(a) of the Merger Agreement.
The undersigned hereby authorizes the Corporation's transfer agent to apply
to any certificates representing Restricted Securities issued to the undersigned
the appropriate legend to reflect the existence and general terms of this
Lock-up Agreement.
This Lock-up Agreement will be legally binding on the undersigned and on
the undersigned's heirs, successors, executors, administrators, conservators and
permitted assigns, and is executed as an instrument governed by the law of the
State of Delaware.
Very truly yours,
[Signature]
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