FORM OF LOCK-UP AGREEMENT
FORM OF LOCK-UP
AGREEMENT
August
__, 2007
Ladies
and Gentlemen:
The
undersigned is a director, executive officer or beneficial owner of shares
of
common stock (“Company
Shares”)
of
Halcyon Jets, Inc., a Nevada corporation (the “Company”).
The
undersigned understands that the Company will merge (the “Merger”)
with a
wholly-owned subsidiary of a publicly traded company (the “Parent”),
concurrently with a private placement by the Parent of up to 100 units (the
“Units”)
of the
Parent, each Unit consisting of 100,000 shares of common stock, par value $0.001
per share, of the Parent (“Parent
Stock”)
and a
detachable transferable warrant to purchase 50,000 shares of Parent Stock at
an
exercise price of $1.00 per share (the “Funding
Transaction”).
The
undersigned also understands that Xxxxxx & Associates, Manhattan Global
Asset Corp. and Xxxxx Xxxxxxxxx and Company have acted as placement agents
with
respect to the Funding Transaction (the “Placement
Agents”).
The
undersigned understands that the Company, the Parent and the Placement Agents
will proceed with the Funding Transaction in reliance on this
agreement.
In
recognition of the benefit that the Funding Transaction will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees, for the
benefit of the Company, the Parent, the Placement Agents and each investor
in
the Funding Transaction, that, during the period beginning on the initial
closing of the Funding Transaction (the “Closing
Date”)
and
ending eighteen (18) months after such date, the undersigned will not, without
the prior written consent of the Placement Agents, directly or indirectly,
offer, sell, contract to sell, grant any option to purchase, hypothecate,
pledge, or otherwise dispose of or transfer title to any of the Parent Stock
acquired by the undersigned in exchange for Company Shares in the
Merger.
In
furtherance of the foregoing, the Company, the Parent and the transfer agent
of
the Parent are hereby authorized to decline to make any transfer of any Company
Shares or Parent Stock if such transfer would constitute a violation or breach
of this agreement.
Notwithstanding
the foregoing, the undersigned (and any transferee of the undersigned) may
transfer any Company Shares or Parent Stock (i) as a bona fide gift or gifts,
provided that prior to such transfer the donee or donees thereof agree in
writing to be bound by the restrictions set forth herein, (ii) to any
trust, partnership, corporation or other entity formed for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned,
provided that prior to such transfer a duly authorized officer, representative
or trustee of such transferee agrees in writing to be bound by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, (iii) to non-profit organizations qualified as
charitable organizations under Section 501(c)(3) of the Internal Revenue Code
of
1986, as amended, or (iv) if such transfer occurs by operation of law, such
as rules of descent and distribution, statutes governing the effects of a merger
or a qualified domestic order, provided that prior to such transfer the
transferee executes an agreement stating that the transferee is receiving and
holding any Company Shares or Parent Stock subject to the provisions of this
agreement. For purposes hereof, “immediate family” shall mean any relationship
by blood, marriage or adoption, not more remote than first cousin. In addition,
the foregoing shall not prohibit privately negotiated transactions, provided
the
transferees agree, in writing, to be bound to the terms of the lock-up
agreements for the balance of the lock-up period.
[Signature
Page Follows]
The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this agreement and that, upon request, the
undersigned will execute any additional documents necessary or desirable in
connection with the enforcement hereof. Any obligations of the undersigned
shall
be binding upon the heirs, personal representatives, successors and assigns
of
the undersigned.
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Very
truly yours,
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Signature:
___________________________
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Print
Name: __________________________
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Date:
August ___, 2007
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