Lock-Up Agreement
(MEMBERS OF THE ADVISORY BOARD)
Capital West Securities, Inc.
One Leadership Square, Suite 200
211 North Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. XxXxxxxx
Re: MGI2, INC. (THE "COMPANY")
Ladies and Gentlemen:
The Company proposes to carry out a public offering (the "Offering") of
common stock of the Company (the "Common Stock") for which you will act as the
underwriters, as more fully described in the Company's Form N-2 Registration
Statement, No.333-95905 as amended ("Registration Statement"). The undersigned,
as a member of the Advisory Board of the Company, recognizes that the Offering
will be of benefit to the undersigned and will benefit the Company by, among
other things, raising additional capital for its operations. The undersigned
acknowledges that you are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.
In consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not, without the express written consent of Capital West
Securities, Inc., offer to sell, contract to sell, sell short or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Transfer") any shares of Common Stock, any options or warrants to purchase any
shares of Common Stock or any securities convertible into, or exchangeable for,
shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, for a period commencing on
the date of this Agreement and continuing for a period of one year after the
date of this Agreement.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
Transfer of shares of Common Stock or Securities held by the undersigned, except
in compliance with the foregoing restrictions. Capital West, acting alone and in
its sole discretion, may waive any provisions of this Agreement without notice
to any third party.
This agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives, and assigns of
the undersigned.
Dated _____________________, 2000.
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PRINTED NAME OF HOLDER
By
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SIGNATURE
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PRINTED NAME OF PERSON SIGNING (AND INDICATE
CAPACITY OF PERSON SIGNING IF SIGNING AS
CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN
ENTITY)
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