LOCK-UP AGREEMENT
WHEREAS, MultiMedia Access Corporation (the "Company") proposes to sell
shares (the "Shares") of its Common Stock (the "Common Stock") in an
underwritten public offering (the "Public Offering"), the underwriters of which
are expected to be National Securities Corporation and Network 1 Financial
Securities, Inc. (each an "Underwriter" and together the "Underwriters");
WHEREAS, the Underwriters have indicated that the prospect of public
sales of any Common Stock prior to the terms set forth in this letter would be
detrimental to its underwriting effort.
WHEREAS, the Underwriters have requested that the undersigned
securityholder (the "Securityholder") agree not to sell any shares of Common
Stock or warrants to purchase Common Stock prior to the release of the
securities by the Underwriter according to the following schedule: on the three
hundred sixty-sixth (366th) day after the effective date of the Registration
Statement on Form SB-2 to be filed by the Company relating to the Shares and the
Underwritten Warrants (the "Registration Statement") the underwriters agree to
release twenty-five percent (25%) of the securities covered by this agreement
with an additional twenty five percent (25%) to be released every ninety (90)
days thereafter until no securities are subject to this agreement.
WHEREAS, the Securityholder recognizes that it is in the best financial
interests of the Securityholder, as a stockholder, warrantholder and/or
optionholder of the Company, that the Company complete the proposed Public
Offering.
WHEREAS, The Securityholder further recognizes that the
Securityholder's Common Stock, or options or warrants to purchase Common Stock,
are, or may be, subject to certain restrictions on their transferability,
including those imposed by the federal securities laws. Notwithstanding these
restrictions, the Securityholder has agreed to enter into this agreement to
further assure the Underwriters that the Securityholder's Common Stock or
warrants to purchase Common Stock will not enter the public market at a time
that might impair the underwriting effort.
THEREFORE, the undersigned parties agree as follows:
The Securityholder hereby acknowledges and agrees that, except with the
prior written consent of both Underwriters during the first twelve (12) months
following the effective date of the registration statement and the prior written
consent of either Underwriter during the second twelve (12) months following the
effective date of the registration statement, the Securityholder will not,
directly or indirectly offer, sell, contract to sell, make any short sale,
pledge, grant any option to purchase or otherwise dispose of any shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for or any rights to purchase or acquire Common Stock,
including warrants or options to purchase Common Stock, held by the
Securityholder prior to the release by the Underwriter of the securities. Such
written consent will not be unreasonably withheld.
The Underwriters agree to release twenty-five percent (25%) of the
securities covered by this agreement on the three hundred sixty-sixth (366th)
day after the effective date of the Registration Statement and an additional
twenty five percent (25%) every ninety (90) days thereafter until no securities
are subject to this agreement. Such release will be automatic and will not
require the written consent of either Underwriter. The release schedule shall
not preclude the Securityholder from transferring any amount of securities
covered by this agreement in the event that the Securityholder receives the
prior written consent of the Underwriters or either Underwriter in accordance
with the preceding paragraph.
Notwithstanding the foregoing, the Securityholder shall have the right
to transfer the shares of Common Stock, or warrants to purchase Common Stock,
held by the Securityholder to or for the benefit of any spouse, child or
grandchild, or a trust for his own or their benefit; provided that such shares
of Common Stock or warrants shall remain subject to the foregoing restriction on
transfer and any such permitted transferee shall, as a condition to such
transfer, deliver to the Underwriters a written instrument confirming that such
transferee will be bound by the terms and conditions of the foregoing
restriction on transfer.
Securityholder
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx - Trustee
National Securities Corporation Network 1 Financial Securities
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By: By:
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