Lock-Up Agreement
(NON-EMPLOYEE DIRECTORS)
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 Capital West
Securities, Inc. ("Capital West") will act as the managing underwriter, as more
fully described in the Company's Form N-2 Registration Statement, No.333-95905,
as amended ("Registration Statement"). The undersigned, as a non-employee
director 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 Capital
West is 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,
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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