Exhibit 4(w)
SANDBOX ENTERTAINMENT CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
WIT CAPITAL CORPORATION
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that Wit Capital Corporation (the
"Underwriter"), proposes to enter into an Underwriting Agreement with Sandbox
Entertainment Corporation (the "Company"), providing for the public offering
(the "Offering") of Series B Convertible Preferred stock, par value $0.001 per
share (the "Series B Preferred Stock"), of the Company.
To induce the Underwriter that may participate in the Offering to
continue its efforts in connection with the Offering, the undersigned, during
the period commencing on the date hereof and ending on the earlier of (a) 30
days following the expiration or early termination of the Restricted Period (as
defined in the Certificate of Designation for the Series B Preferred Stock) or
(b) 180 days after the consummation of a Qualifying Public Offering (as defined
in the Certificate of Designation for the Series B Preferred Stock):
(i) agrees not to (x) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Series B Preferred Stock,
Series A Convertible Preferred Stock, par value $.001 per share ("Series A
Preferred Stock") or Common Stock, par value $.001 per share (the "Common
Stock"), or any securities convertible into or exercisable or exchangeable for
Series B Preferred Stock, Series A Preferred Stock or Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission) or (y) enter into any
swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Series B Preferred Stock,
Series A Preferred Stock or Common Stock (regardless of whether any of the
transactions described in clause (x) or (y) is to be settled by the delivery of
Series B Preferred Stock, Series A Preferred Stock or Common Stock, or such
other securities, in cash or otherwise), without the prior written consent of
the Underwriter;
(ii) agrees not to make any demand for, or exercise any right
with respect to, the registration of any shares of Series B Preferred Stock,
Series A Preferred Stock or Common Stock or any securities convertible into or
exercisable or exchangeable for Series B Preferred Stock, Series A Preferred
Stock or Common Stock without the prior written consent of the Underwriter; and
(iii) authorizes the Company to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any shares of Series B
Preferred Stock, Series A Preferred Stock or Common Stock and any securities
convertible into or exercisable or exchangeable for Series B Preferred Stock,
Series A Preferred Stock or Common Stock for which the undersigned is the record
holder and, in the case of any such shares or securities for which the
undersigned is the beneficial but not the record holder, agrees to cause the
record holder to cause the transfer agent to decline to transfer and/or to note
stop transfer restrictions on such books and records with respect to such shares
or securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligation of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.
Very truly yours,
By
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Its
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(Address)
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(Social Security or Taxpayer
Identification No.)
SCHEDULE 4(W) - List of Investors who are party to Exhibit 4(w) - Lock Up
Agreement
Social Security No. or
----------------------
Investor Address Date of Agreement Federal Tax ID
-------- ------- ----------------- --------------
Newtek Venture II, L.P. 000 Xxxxxxxxxx Xxxxxx September 24, 1997
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Wasatch Venture One South Main September 26, 1997
Corporation Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
Sundance Venture c/x Xxxxxxxx & Xxxxx September 23, 1997
Partners, L.P. 000 Xxxx Xxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Xxxx X. Xxxxxxxx, III 0000 Xxxx Xxxxx Xxx. September__, 1997 ###-##-####
Paradise Valley, AZ 85253
Xxxxx Xxxxxxxx 0000 Xxxx Xxxxxxxx Xxx. September 26, 1997 ###-##-####
Salt Lake City, UT 84108
Xxxx X. Xxxxxx 0000 Xxxxxx Xxxx September 22, 1997 ###-##-####
Phoenix AZ 85020
Xxxxxx Xxxxxxxxxxx 0000 X. 0xx Xxxxx September 22, 1997 ###-##-####
Phoenix, AZ 85012
Xxxxx X. Xxxxx 0000 Xxxx Xxxxxxxxx September 22, 1997 ###-##-####
Suite 324
Phoenix, AZ 85016
Xxxxxxx X. Xxxxxx 0000 Xxxx Xxxxxxxxx September 22, 1997 ###-##-####
Suite 324
Phoenix, AZ 85016
Xxxxx X. Xxxxx 1950 Stemmons Fwy. September 19, 1997 ###-##-####
Suite 3054
Dallas, TX 75207
Pickwick Group LLC 000 Xxx'x Xxxxxxx September 19, 1997 06-0000000
Xxx Xxxxxx, XX 00000
Douglas and Xxxxx 172 Dan's Highway September 18, 1997 ###-##-#### (D.G.)
Greenwood New Canaan, CT 06840 ###-##-#### (S.G.)
