Xxxx X. Xxxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Girne Acquisition Corporation
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Lock Up Agreement with Girne Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Girne
Acquisition Corporation (the "Company") to the undersigned (the
"Holder"), the Holder hereby represents, warrants, covenants and
agrees, for the benefit of the Company and the holders of record
(the "third party beneficiaries") of the Company's outstanding
securities, including the Company's Common Stock, $.0001 par
value(the "Stock") at the date hereof and during the pendency of
this letter agreement that the Holder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate,
distribute or grant any option to purchase or otherwise dispose
of, directly or indirectly, its shares of Stock of the Company
owned beneficially or otherwise by the Holder except in connection
with or following completion of a merger, acquisition or other
transaction by the Company resulting in the Company no longer
being classified as a blank check company as defined in Section
7(b)(3) of the Securities Act of 1933, as amended. Any attempted
sale, transfer or other disposition in violation of this letter
agreement shall be null and void. The Holder further agrees that
the Company (i) may instruct its transfer agent not to transfer
such securities (ii) may provide a copy of this letter agreement
to the Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificate(s)
evidencing the securities subject hereto and disclosing that any
transfer, sale, contract for sale, devise, gift, assignment,
pledge or hypothecation of such securities is subject to the terms
of this letter agreement and (iii) may issue stop-transfer
instructions to its transfer agent for the period contemplated by
this letter agreement for such securities. This letter agreement
shall be binding upon the Holder, its agents, heirs, successors,
assigns and beneficiaries. Any waiver by the Company of any of the
terms and conditions of this letter agreement in any instance must
be in writing and must be duly executed by the Company and the
Holder and shall not be deemed or construed to be a waiver of such
term or condition for thefuture, or of any subsequent breach
thereof. The Holder agrees that any breach of this letter
agreement will cause the Company and the third party beneficiaries
irreparable damage for which there is no adequate remedy at law.
If there is a breach or threatened breach of this letter agreement
by the Holder, the Holder hereby agrees that the Company and the
third party beneficiaries shall be entitled to the issuance of an
immediate injunction without notice to restrain the breach or
threatened breach. The Holder also agrees that the Company and all
third party beneficiaries shall be entitled to pursue any other
remedies for such a breach or threatened breach, including a claim
for money damages.
Xxxxxx and accepted this 22nd day of February, 1999.
THE HOLDER
By: /s/ Xxxx X. Xxxxxxxxxx
