Exhibit 10.9
WATTAGE MONITOR INC.
LOCK-UP AGREEMENT
February 26, 1999
Wattage Monitor Inc.
0-0000 Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
XXXXXX X0X 0X0
Ladies and Gentlemen:
Pursuant to the terms of an Agreement and Plan of Merger (the
"Merger Agreement"), between WattMonitor LLC, a Delaware limited liability
company ("WMLLC"), and Wattage Monitor Inc., a Nevada corporation (the
"Company"), dated as of February 26th, 1999, the undersigned has acquired
certain shares of Common Stock of the Company (the "Common Stock").
In consideration of the Company's obligations under the Merger
Agreement, and of other good and valuable consideration, the receipt of which is
hereby acknowledged, the undersigned agrees that the undersigned will not, for
the period commencing February 26, 1999 and ending August 26, 1999, directly or
indirectly, sell, offer to sell, contract to sell, make short sales of, loan,
grant any option for the sale of, transfer, or otherwise dispose of any shares
of Common Stock, or other securities convertible into or exercisable or
exchangeable for Common Stock now owned or hereafter acquired by the undersigned
(collectively, the "Securities"), other than (i) as a gift or gifts, or to
trusts for the benefit of family members of the undersigned, provided the
transferee thereof agrees in writing to be bound by this agreement, or by will
or the laws of descent and distribution, provided that prior to such transfer of
the Securities the transferee agrees in writing to be bound by this agreement,
or (ii) with the prior written consent of the Company (collectively, the
"Permitted Exceptions"). (Any transaction covered by the foregoing restriction
is referred to as a "Transfer.") The undersigned further agrees that other than
with respect to (i) twenty percent (20%) of the Securities owned by the
undersigned, and (ii) the Permitted Exceptions, that the undersigned will not
for the period commencing August 27, 1999 and ending February 26, 2000 Transfer
any Securities. This agreement shall not apply to or restrict a Transfer of any
of the Securities from the undersigned to a third party in a non-public
transaction, provided that the Transfer otherwise complies with applicable
securities laws, that such third party agrees in writing to be bound by all of
the provisions of this agreement, and that such third party receives the
approval of the Company's Board of Directors for such Transfer.
The undersigned hereby acknowledges that this agreement is
valid and binding, notwithstanding any prior agreements relating to this matter,
and further agrees and consents to the entry of the stop-transfer instructions
with the Company's transfer agent against the transfer of shares of Common Stock
held by the undersigned except in compliance with this agreement.
The undersigned agrees to execute such agreements as the
Company requests relating to the subject matter of this agreement that is
consistent in all material respects with the terms of this agreement.
Very truly yours,
---------------------------------
Name:
Title:
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