LOCK-UP AGREEMENT
May
__,
2007
Ladies
and Gentlemen:
The
undersigned is a director, executive officer or beneficial owner of shares
of
capital stock, or securities convertible into or exercisable or exchangeable
for
the capital stock (each, a “Company
Security”)
of
Microwave Satellite Technologies, Inc., a New Jersey corporation (the
“Company”).
The
undersigned understands that the Company will merge with a wholly-owned
subsidiary of a publicly traded company (the “Parent”),
concurrently with a private placement by the Parent of up to 156 units (the
“Units”)
of the
Parent, each Unit consisting of 46,620 shares of common stock, par value $0.001
per share, of the Parent and a detachable transferable warrant to purchase
23,310 shares of common stock of the Parent at an exercise price of $1.00 per
share (the “Funding
Transaction”).
The
undersigned also understands that WFG Investments, Inc., Ardent Advisors and
Palladium Capital Advisors, LLC have acted as placement agents with respect
to
the Funding Transaction (the “Placement
Agents”).
The
undersigned understands that the Company, the Parent and the Placement Agents
will proceed with the Funding Transaction in reliance on this
agreement.
In
recognition of the benefit that the Funding Transaction will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees, for the
benefit of the Company, the Parent, the Placement Agents and each investor
in
the Funding Transaction, that, during the period beginning on the initial
closing of the Funding Transaction (the “Closing
Date”)
and
ending twelve (12) months after such date, the undersigned will not, without
the
prior written consent of the Placement Agents, directly or indirectly, (i)
offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option
or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or sell (or announce any offer, sale, offer of
sale, contract of sale, hedge, pledge, sale of any option or contract to
purchase, purchase of any option or contract of sale, grant of any option,
right
or warrant to purchase or other sale or disposition), or otherwise transfer
or
dispose of (or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at any time in
the
future), any Company Security or securities of the Parent into or for which
a
Company Security may be converted, exercised or exchanged, whether by operation
of law or otherwise (each, a “Parent
Security”),
beneficially owned, within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”),
by
the undersigned on the date hereof or hereafter acquired or (ii) enter into
any
swap or other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of any Company
Security or Parent Security, whether any such swap or transaction described
in
clause (i) or (ii) above is to be settled by delivery of any Company Security
or
Parent Security.
The
undersigned further agrees that the undersigned will not for so long as the
lock-up in the immediately preceding paragraph shall be in effect, without
the
prior written consent of the Parent and the managing underwriter (if a managing
or lead underwriter is appointed), during the period commencing on the date
of
the final prospectus relating to the initial underwritten public offering of
the
Parent and ending on the date specified by the Parent and the managing
underwriter (such period not to exceed one hundred eighty (180) calendar days)
(i) lend, 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, or otherwise transfer or dispose of, directly or
indirectly, any securities of the Parent, including (without limitation) shares
of common stock of Parent or any securities convertible into or exercisable
or
exchangeable for shares of Parent common stock (whether now owned or hereafter
acquired) or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership
of
any securities of the Parent, including (without limitation) shares of Parent
common stock or any securities convertible into or exercisable or exchangeable
for shares of Parent common stock (whether now owned or hereafter acquired),
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of securities, in cash or otherwise.
In
furtherance of the foregoing, the Company, the Parent and the transfer agent
of
each are hereby authorized to decline to make any transfer of any Company
Security or Parent Security if such transfer would constitute a violation or
breach of this agreement.
Notwithstanding
the foregoing, the undersigned (and any transferee of the undersigned) may
transfer any shares of a Company Security or a Parent Security (i) as a bona
fide gift or gifts, provided that prior to such transfer the donee or donees
thereof agree in writing to be bound by the restrictions set forth herein,
(ii) to any trust, partnership, corporation or other entity formed for the
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that prior to such transfer a duly authorized officer,
representative or trustee of such transferee agrees in writing to be bound
by
the restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value, (iii) to non-profit organizations
qualified as charitable organizations under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or (iv) if such transfer occurs by
operation of law, such as rules of descent and distribution, statutes governing
the effects of a merger or a qualified domestic order, provided that prior
to
such transfer the transferee executes an agreement stating that the transferee
is receiving and holding any Company Security or Parent Security subject to
the
provisions of this agreement. For purposes hereof, “immediate family” shall mean
any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, the foregoing shall not prohibit privately negotiated
transactions, provided the transferees agree, in writing, to be bound to the
terms of the lock-up agreements for the balance of the lock-up period.
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The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this agreement and that, upon request, the
undersigned will execute any additional documents necessary or desirable in
connection with the enforcement hereof. Any obligations of the undersigned
shall
be binding upon the heirs, personal representatives, successors and assigns
of
the undersigned.
Very
truly yours,
Signature:
_______________________________
Print
Name: _________________
Date:
May
___, 2007
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