Form of Lock-Up Agreement December__, 2007
Exhibit
9
Form
of Lock-Up Agreement
December__,
2007
000
Xxxxxxx Xxxxxx Xxxxx
Xxxxx
000
Xxx
Xxxx,
Xxxxxxxxxx 00000-0000
Dear
Sirs:
This
Lock-Up Agreement is being
delivered to you in connection with theSecurities Purchase
Agreement (the
"Purchase
Agreement"), dated as of
December__,2007 by and
among EnterConnect Inc., a Nevada corporation, (the "Company")
and the investors
party thereto (the
"Buyers"),
with respect to
the
issuance of (i) senior secured convertible notes of the Company which are
convertible into the Company's common stock, $0.001 par value per share
(the
"Common
Stock") and (ii) warrants
which are exercisable to purchase shares of Common Stock. Capitalized terms
used
herein and not otherwise defined herein shall have the respective meanings
set
forth in the Purchase Agreement. The undersigned received certain warrants
(the
"Agent
Warrants") to purchase
shares of Common Stock (as exercised, the "Warrant
Shares")
in connection with
its
role as an Agent under the Purchase Agreement.
In
order
to induce the Buyers to enter into the Purchase Agreement, the undersigned
agrees that, commencing on the date hereof and ending on the date the Notes
are
no longer outstanding (the "Lock-Up Period"), the
undersigned will not (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase, make any short sale
or
otherwise dispose of or agree to dispose of, directly or indirectly, any
Warrant
Shares, or establish or increase a put equivalent position or liquidate
or
decrease a call equivalent position within the meaning of Section 16 of
the
Securities Exchange Act of 1934, as amended and the rules and regulations
of the
Securities and Exchange Commission promulgated thereunder with respect
to any
Warrant Shares owned directly 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,
or
(ii) enter into any swap or other arrangement that transfers to another,
in
whole or in part, any of the economic consequences of ownership of any
Warrant
Shares, owned directly 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, whether any
such
transaction is to be settled by delivery of such securities, in cash or
otherwise, (collectively, the "Undersigned's
Shares').
The
foregoing restriction is expressly agreed to preclude the undersigned or
any
affiliate of 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 the Undersigned's
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 the Undersigned's 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 or (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. For purposes of this Lock-Up Agreement,
"immediate family" shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin. The undersigned now has, and, except
as
contemplated by clauses (i) and (ii) above, for the duration of this Lock-Up
Agreement will have, good and marketable title to the Undersigned's Shares,
free
and clear of all liens, encumbrances, and claims whatsoever. 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 understands and agrees that this Lock-Up Agreement is irrevocable
and shall be binding upon the undersigned's heirs, legal representatives,
successors, and assigns.
This
Lock-Up Agreement may be executed in two counterparts, each of which shall
be
deemed an original but both of which shall be considered one and the same
instrument.
This
Lock-Up Agreement will be governed by and construed in accordance with
the laws
of the State of New York, without giving effect to any choice of law or
conflicting provision or rule (whether of the State of New York, or any
other
jurisdiction) that would cause the laws of any jurisdiction other than
the State
of New York to be applied. In furtherance of the foregoing, the internal
laws of
the State of New York will control the interpretation and construction
of this
Lock-Up Agreement, even if under such jurisdiction's choice of law or conflict
of law analysis, the substantive law of some other jurisdiction would ordinarily
apply.
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Very
truly yours,
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Sandgrain
Securities
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Exact
Name of Agent
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/s/
(Illegible)
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Authorized
Signature
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SVP
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Title
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