0000950136-03-003144 Sample Contracts

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Agreement of Merger and Plan of Reorganization • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • Delaware
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LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCK
Lock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas

DOBI Medical Systems, Inc. ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company, concurrent with a private placement of equity securities (the "Funding Transactions"). The public-traded company, which is called ("Pubco") for purposes of this agreement, will then succeed to and operate the medical device business of DOBI under the current management of DOBI. We expect to close these Funding Transactions within the next several weeks. Pubco is not identified at this time due to securities regulations regarding knowledge of upcoming transactions involving public-traded securities.

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