[Form for Directors]
LOCK-UP AGREEMENT
This AGREEMENT (the "Agreement") is made as of the9th day of March, 2000,
between the undersigned former stockholder (the "Undersigned") of Junction 15
Limited, a United Kingdom company ("Junction") and Vizacom Inc., a Delaware
corporation (the "Company").
NOW, THEREFORE, for good and valuable consideration, including the
agreements by certain other former stockholders of Junction to be similarly
bound, the sufficiency and receipt of which consideration are hereby
acknowledged, the Undersigned agrees as follows:
1. Background. The Undersigned acknowledges that the Company has required,
and Junction has agreed to assist the Company in obtaining, agreements from all
former stockholders of Junction, to refrain from selling certain quantities of
securities of the Company for a period of up to twenty-four (24) months
following the completion of the acquisition (the "Acquisition") of all of the
issued and outstanding capital stock of Junction by the Company pursuant to the
Share Purchase Agreement (the "Purchase Agreement"), dated March 9, 2000, among
the Company, Junction and the Junction shareholders set forth therein. To induce
the Company to proceed with the Acquisition and other stockholders of Junction
to make similar agreements and as a condition to the closing of the Acquisition,
the Undersigned has entered into this Agreement.
2. Restriction. The Undersigned hereby agrees that from the closing of the
Acquisition to and including a date 24 months thereafter (the "Restricted
Term"), the Undersigned will not, directly or indirectly, issue, offer to sell,
grant an option for the sale of, assign, transfer, pledge, hypothecate or
otherwise encumber or dispose (collectively, "Transfer") of any shares of common
stock, par value $.001 per share (the "Common Stock") of the Company or
securities convertible into, exercisable or exchangeable for or evidencing any
right to purchase or subscribe for any shares of Common Stock (either pursuant
to Rule 144 under the Securities Act of 1933, as amended, or otherwise) or
dispose of any beneficial interest therein without the prior written consent of
the President of the Company, except that the Undersigned may sell in brokerage
transactions in the aggregate (a) up to ten percent (10%) of the shares of
Common Stock owned beneficially or of record (the "Stock") during the period
from six (6) months after the date hereof (the "Closing Date") until twelve (12)
months thereafter, (b) an additional ten percent (10%) of the Stock during the
period from twelve (12) months after the Closing Date until eighteen (18) months
thereafter, (c) an additional ten percent (10%) of the Stock during the period
from eighteen (18) months after the Closing Date until twenty-four (24) months
thereafter, and (d) any remaining Stock after the second anniversary of the
Closing Date. The Undersigned further agrees that the Company is authorized to
place "stop orders" on its books to prevent any transfer of securities of the
Company by the Undersigned in violation of this Agreement. Notwithstanding the
foregoing, if any Common Stock is released from escrow to the Undersigned during
the Restricted Term in connection with Section 4.2 of the Purchase Agreement,
such shares of Common Stock so released shall not be subject to the foregoing
limitations on the amount of shares of Common Stock which the Undersigned may
Transfer.
3. Reliance by the Company and Other Stockholders. The Undersigned
acknowledges that the Company is relying upon the agreements of the Undersigned
contained herein, and that the failure of the Undersigned to perform the
agreements contained herein could have a detrimental effect upon any proposed
offering. Accordingly, the Undersigned understands and agrees that the
Undersigned's agreements herein are irrevocable.
4. Miscellaneous.
(a) At any time, and from time to time, after the signing of this
Agreement, the Undersigned will execute such additional instruments and take
such action as may be reasonably requested by the Company to carry out the
intent and purposes of this Agreement.
(b) This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, except to the extent that the
securities laws of the State in which the Undersigned resides and federal
securities laws may apply.
(c) This Agreement contains the entire agreement of the Undersigned
with respect to the subject matter hereof.
(d) This Agreement shall be binding upon the Undersigned, his legal
representatives, successors and assigns.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this Agreement as of the day and year first above written.
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Name:
VIZACOM INC.
By:
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Name:
Title:
