Lock-Up Agreement between Dynacs Inc. Shareholder and Underwriters (H.C. Wainwright & Co., Roth Capital Partners)

Summary

This agreement is between a shareholder of Dynacs Inc. and the underwriters, H.C. Wainwright & Co., Inc. and Roth Capital Partners, Inc., in connection with a public offering of Dynacs Inc. common stock. The shareholder agrees not to sell, transfer, or otherwise dispose of any shares or related securities for 180 days after the effective date of the company's registration statement, unless the underwriters give written consent. Limited exceptions apply for private transfers if the new holder agrees to the same restrictions. The agreement is governed by New York law.

EX-10.28 7 0007.txt FORM OF LOCK-UP AGREEMENT 1 Exhibit 10.28 H.C. WAINWRIGHT & CO., INC. ROTH CAPITAL PARTNERS, INCORPORATED c/o H.C. WAINWRIGHT & CO., INC. As Representatives of the Several Underwriters One Boston Place 40th Floor Boston, MA 02108 Re: Lock Up Agreement Gentlemen: In order to induce H.C. Wainwright & Co., Inc. and Roth Capital Partners, Incorporated, the representatives of the several underwriters (the "Representatives"), and Dynacs Inc., a Delaware corporation (the "Company"), or its successor, to enter into an underwriting agreement with respect to the public offering of shares of common stock, (the "Common Stock") of the Company (or its successor), I hereby agree that for a period of one hundred eighty (180) days following the effective date of the Company's (or its successor's) Registration Statement in connection with such public offering, I will not, without prior written consent of H.C. Wainwright & Co., Inc., directly or indirectly, sell, offer to sell, grant an option for the sale of, transfer, assign, hypothecate, pledge, distribute or otherwise dispose or encumber (either pursuant to Rule 144 of the regulations under the Securities Act of 1933, as amended, or otherwise) any shares of Common Stock of the Company (or its successor) or options, rights, warrants or other securities convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for shares of Common Stock of the Company (or its successor) (collectively, the "Securities") (whether or not beneficially owned by the undersigned), or any beneficial interest therein, provided, however, that the undersigned may transfer the Securities, or a beneficial interest therein, in a private transaction pursuant to an exemption from registration (other than Rule 144) provided that the transferee agrees in writing to be bound by the terms of this agreement. In order to enable the Representatives to enforce the aforesaid covenants, I hereby consent to the placing of legends and stop-transfer orders with the transfer agent of the Company's (or its successor's) securities with respect to any of the Securities registered in my name or beneficially owned by me. This Agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of law principles. Dated:_____________________ ___________________________ ______________________________ Signature Print Address ___________________________ ______________________________ Print Name ______________________________ Print Social Security Number or Taxpayer I.D. Number