MGI2, INC. LOCK-UP AGREEMENT
Capital West Securities, Inc.
One Leadership Square, Suite 200
211 North Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. XxXxxxxx
Re: MGI2, INC. (THE "COMPANY")
Ladies and Gentlemen:
The Company proposes to carry out a public offering (the "Offering")
of its common stock (the "Common Stock") for which Capital West Securities,
Inc. ("Capital West") will act as the managing underwriter, as more fully
described in our Form N-2 Registration Statement, No.333-95905, as amended
("Registration Statement"). The Company recognizes that the Offering will
benefit the Company by, among other things, raising additional capital for
its operations. We acknowledge that Capital West is relying on our
representations and agreements contained in this letter in carrying out the
Offering and in entering into underwriting arrangements with the Company with
respect to the Offering.
In consideration of the foregoing, the Company hereby agrees that
the Company will not, without the express written consent of Capital West,
offer to sell, contract to sell, or otherwise sell, issue, dispose of, loan,
pledge or grant any rights with respect to (collectively, a "Transfer") any
shares of Common Stock, any options or warrants to purchase any shares of
Common Stock or any securities convertible into, or exchangeable for, shares
of Common Stock (collectively, "Securities") for a period commencing on the
date of this Agreement and continuing for a period of one hundred-eighty
(180) days after the date of this Agreement, except the Company may (a) grant
to Capital West the warrants to purchase Common Stock as described in the
Registration Statement, (b) grant to the underwriters the option to purchase
additional shares of Common Stock for the purpose of covering over-allotments
in the Offering as described in the Registration Statement, (c) grant options
to purchase up to 650,000 shares of Common Stock under the Company's 2000
Stock Plan as described in the Registration Statement and (d) issue shares of
Common Stock pursuant to the proper exercise of such warrants and options.
The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the Transfer by the Company of shares of Common Stock or Securities, except
in compliance with the foregoing restrictions. Capital West, acting alone and
in its sole discretion, may waive any provisions of this Agreement without
notice to any third party.
This agreement is irrevocable and will be binding on the Company and
the respective successors and assigns of the Company.
Dated ____________________, 2000.
MGi2, Inc.
By
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Xxxx X. Xxxxxxxx,
Chief Executive Officer
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