FLASHNET COMMUNICATIONS, INC.
LOCK-UP AGREEMENT
BancBoston Xxxxxxxxx Xxxxxxxx Inc.
X.X. Xxxxxxxx & Co.
EVEREN Securities, Inc.
c/o BancBoston Xxxxxxxxx Xxxxxxxx Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies/Gentlemen:
The undersigned understands that you, as representatives, propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf
of the several Underwriters to be named on Schedule A to such agreement
(collectively, the "Underwriters"), with FlashNet Communications, Inc. (the
"Company") providing for an initial public offering (the "Public Offering")
of certain shares of the Common Stock of the Company (the "Shares") pursuant
to a Registration Statement on Form S-1 (the "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 Shares in the Public Offering, and of certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees that the undersigned will not, for a period of 180
days from the date that the Registration Statement is declared effective by
the Commission (the "Lock-Up Period"), offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively,
"Securities"), now owned directly by the undersigned or hereafter acquired by
the undersigned or with respect to which the undersigned has the power of
disposition or hereafter acquires the power of disposition, otherwise than
(i) as a bona fide gift or gifts, provided the donee or donees thereof agree
in writing to be bound by this restriction, (ii) as a distribution to
partners or shareholders of the undersigned, provided that the distributees
thereof agree in writing to be bound by the terms of this restriction, or
(iii) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc.
The undersigned agrees that the foregoing restriction expressly
precludes the undersigned from engaging in any hedging or other transaction
which is designed to or reasonably expected to lead to or result in a
Disposition of Securities during the Lock-Up Period, even if such Securities
would be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include, without limitation, any short
sale (whether or not against the box) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with
LOCK-UP AGREEMENT Page 1
respect to any Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Securities. Furthermore, the undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this restriction.
In addition, the undersigned agrees that, without the prior written
consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc., the undersigned will not,
during the Lock-Up Period, make any demand for or exercise any right with
respect to, the registration of Securities.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
If for any reason the Underwriting Agreement shall be terminated prior
to the closing of the delivery of the Shares to the Underwriters thereunder,
this Lock-Up Agreement shall likewise be terminated.
Dated: October 15, 1998
Very truly yours,
For Entity: For Individual:
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
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By:
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Its: Additional Signature (if held jointly)
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(Print Name)
LOCK-UP AGREEMENT Page 2
