EXHIBIT 2
LOCK-UP LETTER AGREEMENT
▇▇▇▇▇▇ BROTHERS INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned, a holder of ordinary shares, par value NIS 0.10 per share
("ORDINARY SHARES"), of Metalink Ltd. (the "COMPANY"), or rights to acquire
Ordinary Shares, understands that the Company intends to issue Ordinary Shares
and Warrants to purchase Ordinary Shares (the "WARRANTS") in a private placement
described in the Company's Confidential Private Placement Memorandum dated as of
July 23, 2007 (the "OFFERING") and subsequently to file a Registration Statement
on Form F-3 with the Securities and Exchange Commission ("COMMISSION") for the
resale of the Ordinary Shares sold in the Offering, including the Ordinary
Shares issuable upon the exercise of the Warrants.
In order to induce the Company and you to act as the placement agent in the
Offering, and for other good and valuable consideration, the undersigned hereby
irrevocably agrees that, without the prior written consent of ▇▇▇▇▇▇ Brothers
Inc., the undersigned will not, directly or indirectly, (1) offer for sale,
sell, pledge or otherwise dispose of (or enter into any transaction or device
that is designed to, or would reasonably be expected to, result in the
disposition at any time in the future of) any Ordinary Shares (including,
without limitation, Ordinary Shares that may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the
Commission and Ordinary Shares that may be issued upon exercise of any options
or warrants) or securities convertible into or exercisable or exchangeable for
Ordinary Shares, (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of Ordinary Shares, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other
securities, in cash or otherwise, or (3) publicly disclose the intention to do
any of the foregoing, for a period commencing on the date hereof and ending
after the close of trading on the Nasdaq Global Market on the date that is 60
days subsequent to the Closing (the "LOCK-UP PERIOD"). If the said Registration
Statement is not declared effective within 60 days of the Closing, then the
Lock-Up Period shall be extended until 30 days from the date the Registration
Statement is declared effective.
The foregoing restrictions shall not apply to: (a) the exercise of warrants
or the conversion of convertible securities, or the exercise of stock options
granted pursuant to the Company's stock option/incentive plans or otherwise
outstanding on the date hereof; PROVIDED, that it shall apply to any Ordinary
Shares issued upon such exercise or conversion; (b) the establishment of any
contract, instruction or plan (a "PLAN") that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of ▇▇▇▇ (▇▇▇
"▇▇▇▇▇▇▇▇ ▇▇▇"); PROVIDED, HOWEVER, that no sales of Ordinary Shares or
securities convertible into, or exchangeable or exercisable for, Ordinary
Shares, shall be made pursuant to a Plan prior to the expiration of the Lock-Up
Period (as the same may be extended pursuant to the provisions hereof); or (c)
bona fide gifts, sales or other dispositions of shares of any class of the
Company's capital stock, in each case that are made exclusively between and
among the undersigned or members of the undersigned's family (or a trust to
their benefit), or affiliates of the undersigned, including its partners (if a
partnership) or members (if a limited liability company); PROVIDED, that it
shall be a condition to any such transfer that (i) the transferee/donee agrees
to be bound by the terms of this Lock-Up Letter Agreement (including, without
limitation, the restrictions set forth in the preceding paragraph) to the same
extent as if the transferee/donee were a party hereto, (ii) no filing by any
party (donor, donee, transferor or transferee) under the Exchange Act, shall be
required or shall be voluntarily made in connection with such transfer or
distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or
13D-A or 13G-A) made after the expiration of the Lock-Up Period), (iii) each
party (donor, donee, transferor or transferee) shall not be required by law
(including without limitation the disclosure requirements of the Securities Act
of 1933, as amended, and the Exchange Act) to make, and shall agree to not
voluntarily make, any public announcement of the transfer or disposition and
(iv) the undersigned notifies ▇▇▇▇▇▇ Brothers Inc. at least two business days
prior to the proposed transfer or disposition.
The undersigned hereby further agrees that, prior to engaging in any
transaction or taking any other action that is subject to the terms of this
Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter
Agreement through the expiration of the Lock-Up Period, it will give notice
thereof to the Company and will not consummate such transaction or take any such
action unless it has received written confirmation from the Company that the
Lock-Up Period (as such may have been extended pursuant to this paragraph) has
expired.
It is understood that, if the Company notifies ▇▇▇▇▇▇ Brothers Inc. that it
does not intend to proceed with the Offering or the offering is not completed by
October 1, 2007, the undersigned will be released from its obligations under
this Lock-Up Letter Agreement. In any event, the undersigned will be released
from its obligations under this Lock-Up Letter Agreement within 180 days
following Closing.
The undersigned confirms that he, she or it understands that ▇▇▇▇▇▇
Brothers Inc. and the Company will rely upon the representations set forth in
this Lock-Up Letter Agreement in proceeding with the Offering and that the
Company is an intended third-party beneficiary of this Lock-Up Letter Agreement.
This Lock-Up Letter Agreement shall be binding on the undersigned and his, her
or its respective successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent against the transfer of Ordinary Shares or
securities convertible into or exchangeable or exercisable for Ordinary Shares
held by the undersigned except in compliance with this Lock-Up Letter Agreement.
In furtherance of the foregoing, the Company 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.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents reasonably
necessary in connection with the enforcement hereof. Any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
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Very truly yours,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CEO
Dated: August 8, 2007
Address:
____________________________
____________________________
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