DIGITAL RIVER, INC.
LOCKUP AGREEMENT
June 5, 1998
BT Alex. Xxxxx Incorporated
BancAmerica Xxxxxxxxx Xxxxxxxx
Bear, Xxxxxxx & Co. Inc.
c/o BT Alex. Xxxxx Incorporated
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that BT Alex. Xxxxx Incorporated, BancAmerica
Xxxxxxxxx Xxxxxxxx and Bear, Xxxxxxx & Co. Inc, as representatives (the
"Representatives") of the several underwriters (the "Underwriters"), propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") among
Digital River, Inc. (the "Company") and the Underwriters, providing for the
initial public offering (the "Initial Public Offering") by the Underwriters,
including the Representatives, of shares of common stock (the "Common Stock") of
the Company pursuant to a registration statement to be filed with the
Securities and Exchange Commission (the "Commission").
In consideration of the agreement by the Underwriters to offer and sell
the Company's Common Stock pursuant to the Underwriting Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned agrees that, without the prior
written consent of BT Alex. Xxxxx Incorporated, the undersigned will not,
directly or indirectly, offer, sell, pledge, contract to sell, grant any
option to purchase, grant a security interest in, hypothecate or otherwise
sell or dispose of any Common Stock of the Company (including, without
limitation, shares of Common Stock that may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the
Commission and shares of Common Stock that may be issued upon the exercise of
a stock option or warrant) or any securities convertible into, derivative of
or exercisable or exchangeable for or any rights to purchase or acquire
Common Stock of the Company, owned directly by the undersigned or with
respect to which the undersigned has the power of disposition, in any such
case whether now owned or hereafter acquired (other than Common Stock
purchased in the open market and not otherwise in breach of this Lockup
Agreement) (collectively, the "Shares") during the period commencing on the
date of this Lockup Agreement and ending on the close of business on the one
hundred eightieth (180th) day after the date of the Prospectus (as such term
is defined in the Underwriting Agreement).
Notwithstanding the foregoing, (i) if the undersigned is an individual,
he or she may transfer any or all of the Shares either during his or her
lifetime or upon death, by gift, will or intestacy, to his or her immediate
family or to a trust the beneficiaries of which are exclusively the
undersigned and/or a member or members of his or her immediate family; (ii)
if the undersigned is a corporation or a partnership, it may transfer any or
all the Shares as a distribution to partners or shareholders of the
undersigned; PROVIDED, HOWEVER, that in any such case it shall be a condition
to the transfer that the transferee execute an agreement stating that the
transferee is receiving and holding the Shares subject to the provisions of
this Lockup Agreement, and there shall be no further transfer of such Shares
except in accordance with this Lockup Agreement; or (iii) if the undersigned
has received stock options under the Company's stock option plan, he or she
may deliver Shares to the Company as payment for the exercise of the options
as prescribed under the stock option plan.
In addition, the undersigned agrees that the Company will, with respect
to any Shares for which the undersigned is the record holder, cause the
transfer agent for the Company to note stop transfer instructions with
respect to such Shares on the transfer books and records of the Company.
The undersigned understands that the Company and the Underwriters will
proceed toward the proposed Initial Public Offering in reliance upon this Lockup
Agreement. If the effective date of the Registration Statement (as such term is
defined in the Underwriting Agreement) has not occurred on or before November
30, 1998, then this Lockup Agreement shall be null and void.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lockup Agreement. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
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Signature
Xxxx X. Xxxxxxx for Tech Squared
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Please Print Name
Chairman
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Please Print Title, if applicable
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Additional Signature(s), if stock jointly held
