LOCK-UP AGREEMENT
October 4, 2001
M-GAB Development Corporation
0000 X. Xxxxxx Xxxxx
Xxxxxx, Xxxx 00000
The undersigned understands that M-GAB Development Corporation, a Florida
corporation (the "Company") has undertaken the filing of a registration
statement, on Form SB-2 (the "Registration Statement"), with the Securities and
Exchange Commission (the "SEC").
For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned hereby agrees, beginning upon the effectiveness of
the Registration Statement and extending for a period of sixty (60) days after
the termination of the offering of 2,000,000 shares of Company common stock
offered in the Registration Statement (the "Lock-Up Period"), not to offer to
sell, contract to sell or otherwise sell, dispose of, loan, pledge or grant any
rights with respect to (collectively, a "Disposition") the 450,000 shares of
Company common stock owned of record and beneficially by the undersigned and
included in the Registration Statement (collectively, the "Securities").
The foregoing restriction is expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of Securities or
to have the economic consequence of a transfer of ownership of the Securities
during the Lock-Up Period even if such Securities would be disposed of by
someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any Securities or with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from
Securities.
Furthermore, the undersigned hereby agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of the Securities held by the undersigned except in compliance with
this Lock-Up Agreement. In the event that the Registration Statement is not
declared effective, then this Lock-Up Agreement shall be of no further force or
effect.
This agreement will be governed and construed in accordance with the laws
of the State of California. The undersigned agree to perform any further acts
and execute and deliver any other documents that may be reasonably necessary to
carry out provisions of this Lock-Up Agreement. This Lock-Up Agreement may be
altered, amended or modified in whole or in part at any time only
by a writing signed by the Company and the undersigned. This Lock-Up
Agreement shall be binding upon and shall inure to the benefit of the parties,
their respective heirs, legal representatives, beneficiaries, successors, and
permitted assigns.
The undersigned covenant and enter into this Lock-Up Agreement with the
knowledge that a restriction on the sale of stock by Company insiders is
important to the SEC and potential investors and that the parties will be
irreparably damaged in the event this Lock-Up Agreement is not specifically
enforced. Accordingly, in the event of any controversy concerning the right or
obligation to purchase or sell any of the stock of this Company or to perform
any other act pursuant to this Lock-Up Agreement, such right or obligation shall
be enforceable in a court of equity by a decree of specific performance. Such
remedy shall be cumulative and non-exclusive, being in addition to any and all
other remedies the parties may have. The party against whom specific
enforcement is being sought hereby waives any requirement for securing or
posting bond in connection with the enforcing party obtaining an injunction or
other form of equitable relief.
In the event any party hereto shall bring any action or proceeding to
enforce any provision of this Lock-Up Agreement against any other party (or any
transferee or rights pursuant hereto), the prevailing party, whether at trial or
on appeal, shall be entitled to recover reasonable attorney fees, costs and
disbursements in addition to any other relief to which such party is entitled.
If any provision of this Lock-Up Agreement shall be for any reason invalid or
unenforceable, the remaining provisions shall nevertheless continue in full
force without being invalidated in any way. This Lock-Up Agreement may be
executed in counterparts or by the use of separate signature pages attached
here, and shall constitute one (1) agreement, binding on the parties, even
though all the parties do not sign the same counterpart or same signature page.
A facsimile signature shall be deemed as effective as an original signature.
IN WITNESS WHEREOF, this Lock-Up Agreement has been executed by the parties
hereto on the day and year first written above.
/s/ Xxxx X. Xxxx
_____________________________________
Xxxx X. Xxxx
