BETA OIL & GAS, INC.
LOCK-UP AGREEMENT
June 7, 1999
Beta Oil & Gas, Inc. Brookstreet Securities Corporation
000 Xxxx Xxxxxx, Xxxxx 000 0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000 Xxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned is a securityholder of Beta Oil & Gas, Inc. (the
"Company").
1. The undersigned represents and warrants to you that the undersigned
does not own or have the right or option to acquire any securities of the
Company, whether from the Company or any other person, except as set forth
below.
2. The undersigned understands that the Company has filed a
registration statement (the "Registration Statement") on Form S-1 with the
Securities and Exchange Commission (Registration No. 333-58025) with respect to
the sale by the Company of up to 1,650,000 shares of Common Stock on a "best
efforts" basis, as well as registering for resale 7,029,492 shares of Common
Stock on behalf of Selling Security Holders, 2,547,663 shares of Common Stock
issuable upon exercise of warrants on behalf of Selling Security Holders, and up
to 165,000 shares of Common Stock issuable upon exercise of Selected Dealer
Warrants (collectively, the "Securities") . Such Securities and any other
securities of the Company sold pursuant to the Registration Statement, either in
addition to or in lieu of such Securities, are referred to herein as the
"Offered Securities." The undersigned further understands that the Company and
Brookstreet Securities Corporation (the "Underwriter") intend to enter into an
underwriting agreement (the "Underwriting Agreement") in connection with the
public offering of the Offered Securities (the "Public Offering").
3. In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the Public Offering, the undersigned
agrees, for the benefit of the Company and the Underwriter, that the undersigned
will not, for a period of 90 calendar days beginning on the day immediately
following the date of the Company's closing of the Minimum Offering of the
Public Offering, offer, pledge, sell (which term includes a short sale or sale
against the box), contract to sell, grant an option for the sale of, or
otherwise transfer or dispose of, directly or indirectly, any securities of the
Company, or any securities convertible or exchangeable into the securities of
the Company (e.g., warrants, options, convertible notes or convertible preferred
stock) ("Derivative Securities"), owned by the undersigned as of the date
thereof.
[SIGNATURE PAGE FOLLOWS]
The number of shares of Common Stock and Derivative Securities to which
this Agreement relates is set forth below.*
Very truly yours,
-------------------------------------
[Signature of security holder]
-------------------------------------
Printed name of person/entity
-------------------------------------
-------------------------------------
Address
-------------------------------------
[If securities are held jointly,
signature of joint holder]
-------------------------------------
Printed name of joint holder
*I/we hold the following securities of the Company and understand that this
Lock-Up Agreement restricts us from selling or transferring all securities held
in my/our name(s) for a period of ninety calendar days from the date the Company
closes its Minimum Offering in the Company's Public Offering:
-------------------------------------------------------------------------------
[List securities held here, including any and all shares of common stock,
options, warrants, or any other type of security]
