Aberdeen Acquisition Corporation
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X.
December 15, 1997
Xxxxxx Mill Associates, Inc.
0000 X Xxxxxx, X.X.
Washington, D.C. 20009
Re: Lock Up Agreement with Aberdeen Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Aberdeen 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
or acquisition by the Company and the Company is no longer 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) will 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) will 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 the future, 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.
THE HOLDER
By: /s/ Xxxxx X. Xxxxxxx
President, Xxxxxx Mill Associates, Inc.
Xxxxxx and accepted this 15th day of December , 1997.
