LOCK-UP AGREEMENT
February
__, 2008
Ladies
and Gentlemen:
Reference
is made to those discussions among Geeks On Call America, Inc., a Virginia
corporation (“Geeks
On Call”)
and
Geeks On Call Holdings, Inc., a Delaware corporation (the “Company”),
relating to a proposed business combination between Geeks On Call and the
Company and a related private placement financing (the “Transactions”).
In
connection with the Transactions, the Company and Geeks On Call contemplate
entering into a proposed Merger Agreement (the “Merger
Agreement”)
pursuant to which Geeks On Call’s stockholders shall receive common stock, par
value $0.001 per share, of the Company (the “Common
Stock”)
in
consideration for shares of Geeks On Call held by them at the effective time
of
the merger. In consideration of the Company and Geeks On Call entering into
the
Transactions, the undersigned hereby agrees as follows:
1. The
undersigned hereby covenants and agrees, except as provided herein, not to
(1)
offer, sell, contract to sell,
grant
any option to purchase, hypothecate, pledge or options to acquire
shares,
or
otherwise dispose of or
(2)
transfer title to (a “Prohibited
Sale”)
any of
the shares (the “Acquired
Shares”)
of
Common Stock acquired by the undersigned pursuant to or in connection with
the
Merger Agreement, or upon the exercise of any options to acquire shares of
Common Stock, during the period commencing on the “Closing Date” (as that term
will be defined in the Merger Agreement) and ending on the 6-month anniversary
of the date that the Company files a “resale” registration statement with the
Securities Exchange Commission covering all shares of common stock, and all
shares of common stock underlying warrants, included within units sold by the
Company in a private placement (the “Lockup
Period”),
without the prior written consent of the Company. Notwithstanding the foregoing,
the undersigned shall be permitted from time to time during the Lockup Period,
without the prior written consent of the Company, as applicable, (i) to engage
in transactions in connection with the undersigned’s participation in the
Company’s stock option plans, (ii) to transfer all or any part of the Acquired
Shares to any family member, for estate planning purposes,
or to an
affiliate thereof (as such term is defined in Rule 405 under the Securities
Exchange Act of 1934, as amended), provided that such transferee agrees
in
writing with
the
Company to be bound hereby, (iii) to participate in a registered direct offering
by the Company in which the undersigned participates as a selling stockholder
or
(iv)
to participate
in any
transaction in which holders of the Common Stock of the Company participate
or
have the opportunity to participate pro rata, including, without limitation,
an
underwritten offering of Common Stock, a merger, consolidation or binding share
exchange involving the Company, a disposition of the Common Stock in connection
with the exercise of any rights, warrants or other securities distributed to
the
Company’s stockholders, or a tender or exchange offer for the Common Stock, and
no transaction contemplated by the foregoing clauses (i),
(ii) or
(iii)
shall be
deemed a Prohibited Sale for purposes of this Letter Agreement.
2. This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the Delaware.
3. This
Letter Agreement will become a binding agreement among the undersigned as
of the
Closing Date. In the event that no closing occurs under the Merger Agreement,
this letter agreement shall be null and void. This Letter Agreement (and
the
agreements reflected herein) may be terminated by the mutual agreement of
the
Company and the undersigned, and if not sooner terminated, will terminate
upon
the expiration date of the Lockup Period. This Letter Agreement may be duly
executed by facsimile and in any number of counterparts, each of which shall
be
deemed an original, and all of which together shall be deemed to constitute
one
and the same instrument. Signature pages from separate identical counterparts
may be combined with the same effect as if the parties signing such signature
page had signed the same counterpart. This Letter Agreement may be modified
or
waived only by a separate writing signed by each of the parties hereto expressly
so modifying or waiving such agreement.
|
Very
truly yours,
|
|
Print
Name:
|
Address:
______________________________________
Number
of
shares of Common Stock owned: ____________
Certificate
Numbers: ______________________________
Options
to acquire [ ] shares of Common Stock (subject to vesting)
Accepted
and Agreed to:
2
