TPG CAPITAL CORPORATION
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X.
October 13, 1999
Forestay Corporation
0000 X Xxxxxx, X.X.
Washington, D.C. 20009
Re: Lock Up Agreement with Forestay Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Forestay
Corporation (the "Company") to the undersigned (the "Holder"), the
Holder hereby represents, warrants, covenants and agrees, for the
benefit of the Company and any 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 the registration statement of the Company filed on Form
10-SB.
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 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.
Xxxxxx and accepted this 13th day of October, 1999.
THE HOLDER
By: ____________________________________
President
