Net Perceptions, Inc. Lock-Up Agreement
Net
Perceptions, Inc.
October
3, 2006
Net
Perceptions, Inc.
Xxx
Xxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
| Re: | Net Perceptions, Inc. - Lock-Up Agreement |
Ladies
and Gentlemen:
The
undersigned, __________________________,
(insert
name), a _______________ (insert title) of Net Perceptions, Inc., a Delaware
corporation (the “Company”), in recognition of the benefit that this agreement
will confer upon the Company, and for other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, agrees that, until
the
third anniversary of the date hereof, the undersigned will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale
or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly or indirectly by the undersigned (including holding
as
a custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the Securities and Exchange Commission
(collectively the “Undersigned’s Shares”).
The
foregoing restriction is expressly agreed to preclude the undersigned from
engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition
of
the Undersigned’s Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of
any
right (including without limitation any put or call option) with respect to
any
of the Undersigned’s Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such
Shares.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a
bona
fide
gift or
gifts, provided that the donee or donees thereof agree to be bound in writing
by
the restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, (iii) to pay any income taxes related to the receipt
of
any such shares, but only the minimum amount of such shares as may be necessary
to pay any such taxes, or (iv) with the prior written consent of the Board
of
Directors of the Company. For purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin. In addition, notwithstanding the foregoing, if the
undersigned is a corporation, the corporation may transfer the capital stock
of
the Company to any wholly-owned subsidiary of such corporation; provided,
however,
that in
any such case, it shall be a condition to the transfer that the transferee
execute an agreement stating that the transferee is receiving and holding such
capital stock subject to the provisions of this Agreement and there shall be
no
further transfer of such capital stock except in accordance with this Agreement,
and provided further that any such transfer shall not involve a disposition
for
value. 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 the Undersigned’s Shares except in compliance with the foregoing
restrictions.
The
undersigned further understands that this Lock-Up Agreement is irrevocable
and
shall be binding upon the undersigned’s heirs, legal representatives,
successors, and assigns.
| Very truly yours, | ||
| Exact Name | ||
| Authorized Signature | ||
| Title | ||
