Aberdeen Acquisition Corporation
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇.
December 15, 1997
▇▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
Washington, D.C. 20009
Re: Lock Up Agreement with Aberdeen Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Aberdeen
Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the
Holder hereby represents, warrants, covenants and agrees, for the benefit
of the Company and the holders of record (the "third party beneficiaries") of
the Company's outstanding securities, including the Company's Common Stock,
$.0001 par value (the "Stock") at the date hereof and during the pendency of
this letter agreement that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any
option to purchase or otherwise dispose of, directly or indirectly, its shares
of Stock of the Company owned beneficially or otherwise by the Holder except
in connection with or following completion of a merger or acquisition by the
Company and the Company is no longer classified as a blank check company as
defined in Section 7(b)(3) of the Securities Act of 1933, as amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be nulland void.
The Holder further agrees that the Company (i) will instruct its
transfer agent not to transfer such securities (ii) may provide a copy
of this letter agreement to the Company's transfer agent for the
purpose of instructing the Company's transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing
that any transfer, sale, contract for sale, devise, gift, assignment,
pledge or hypothecation of such securities is subject to the terms of this
letter agreement and (iii) will issue stop-transfer instructions to its
transfer agent for the period contemplated by this letter agreement for
such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed
by the Company and the Holder and shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent
breach thereof.
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which
there is no adequate remedy at law. If there is a breach or threatened
breach of this letter agreement by the Holder, the Holder hereby agrees that
the Company and the third party beneficiaries shall be entitled to the
issuance of an immediate injunction without notice to restrain the breach or
threatened breach. The Holder also agrees that the Company and all third
party beneficiaries shall be entitled to pursue any other remedies for such
a breach or threatened breach, including a claim for money damages.
THE HOLDER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Associates
▇▇▇▇▇▇ and accepted this 15th day of December, 1997.