FORM OF LOCK-UP LETTER AGREEMENT
FORM
OF
LOCK-UP LETTER AGREEMENT
To
the
Purchasers of g8wave Holdings, Inc.’s Common Stock
Pursuant
to that certain Subscription Agreement attached as Exhibit A to
Confidential
Private Placement Memorandum, dated April 18, 2007
The
undersigned officers and directors of G8Wave, Inc., a Delaware corporation
(the
“Company”),
understand that you (“You”)
have
entered into a Subscription Agreement (the “Subscription
Agreement”)
for
the
purchase of shares of common stock, par value $0.001 per share (“Common Stock”),
of g8wave Holdings, Inc., a Delaware corporation (“Holdings”),
in a
private offering of up to 200 units of Holdings, each unit consisting of 16,666
shares of Common Stock and a warrant to purchase 8,333 shares of Common Stock
at
$2.25 per share (the “PIPE”).
It is
currently anticipated that, concurrently with the closing of the PIPE, the
Company will be merged with a wholly-owned subsidiary of Holdings, with the
Company being the surviving entity of such merger (the “Merger,”
and
together with the PIPE, the “Transactions”).
As
part of the Merger, Holdings will acquire all of the issued and outstanding
capital stock of the Company, such that, immediately following the Merger,
the
Company will be a wholly-owed subsidiary of Holdings.
In
order
to induce You to consummate the PIPE, and concurrently with, and contingent
upon, the closing of the Transactions, and for other good and valuable
consideration, each undersigned party hereby irrevocably agrees that, without
Your prior written consent, such party will not, during
the period commencing on the closing date of the Transactions and ending on
the
one (1) year anniversary thereof, (i) lend, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any securities of Holdings, including
securities convertible into or exercisable or exchangeable for shares of Common
Stock (whether now owned or hereafter acquired), or (ii) enter into any swap
or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any securities of Holdings, including
any
securities convertible into or exercisable or exchangeable for shares of Common
Stock (whether now owned or hereafter acquired), whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of
securities, in cash or otherwise.
In
furtherance of the foregoing, Holdings and its transfer agent are hereby
authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Lock-Up Letter Agreement. Holdings
shall be a third-party beneficiary of this Agreement, and shall be entitled
to
enforce the provisions hereof to the same extent that You are entitled to
enforce the provisions hereof.
It
is
understood that if, for any reason, the Transactions terminate or not
consummated within the time periods set forth in the definitive agreements
governing such Transactions prior to payment for and delivery of the Shares,
we
will be released from our obligations under this Lock-Up Letter Agreement.
The
undersigned parties understand that Holdings and You will proceed with the
above-referenced transaction in reliance on this Lock-Up Letter Agreement.
This
Lock-Up Letter Agreement may not be amended, and no term of this Lock-Up Letter
Agreement may be waived, as to any undersigned party, except in a writing signed
by the undersigned party and the initial purchasers of a majority of the Shares
sold in the PIPE. In addition, any consent required or permitted to be given
by
You under this Agreement may only be given in a writing signed by the initial
purchasers of a majority of the Shares sold in the PIPE.
Whether
or not the above-referenced transaction actually occurs depends on a number
of
factors, including market conditions. The above-referenced transaction will
only
be made pursuant to the Subscription Agreement and the other definitive
agreements covering the Transactions.
[SIGNATURE
PAGE FOLLOWS]
Page
3
Each
undersigned party hereby represents and warrants that he or she has full power,
authority, and legal capacity to enter into this Lock-Up Letter Agreement and
that, upon request, he or she will execute any additional documents necessary
in
connection with the enforcement hereof. Any obligations of the undersigned
shall
be binding upon his or her heirs, personal representatives, successors and
assigns.
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Very
truly yours,
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| By: | Dated:________________________ | |||
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▇▇▇▇▇
▇▇▇▇▇▇
President
and Chief Executive Officer
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| By: | Dated:________________________ | |||
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▇▇▇▇
▇▇▇▇▇▇▇▇▇
Interim
Chief Financial Officer
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| By: | Dated:________________________ | |||
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▇▇▇▇▇▇▇
▇▇▇
Senior
Vice-President and Managing Director,
Asia
Pacific Operations
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| By: | Dated:________________________ | |||
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▇▇▇▇
▇▇▇▇▇▇▇▇▇
Senior
Vice-President and Managing Director,
European
Operations
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| By: | Dated:________________________ | |||
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▇▇▇▇
▇▇▇▇▇▇▇
Chairman,
Chief Strategy Officer,
Secretary
and Treasurer
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| By: | Dated:________________________ | |||
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▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Director
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| By: | Dated:________________________ | |||
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▇▇▇
▇▇▇▇▇
Director
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