Form of Lock-Up Agreement Gentlemen: As part of the sale of the shares of Common Stock of XYZ Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of...Passant Acquisition Corp • March 17th, 2000
As part of the sale of the shares of Common Stock of XYZ 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, $.001 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.
