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Exhibit 4.5
LOCK-UP AGREEMENT
March __, 1999
Xxxxxxx Xxxxxxx, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxx Xxxxxxx, Inc. (the
"Representative") proposes to enter into an Underwriting Agreement with Pacific
Softworks, Inc., a California corporation (the "Company"), providing for the
public offering of shares of Common Stock of the Company (the "Securities")
pursuant to a Registration Statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission.
In consideration of the agreement by the Representative to offer and
sell the Securities pursuant to the public offering, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees that he, she or it will not, directly or
indirectly, for a period of 13 months following the date of the Prospectus
relating to the public offering of the Securities, sell, offer to sell, contract
to sell, margin, grant any option for the sale of, grant any security interest
in, pledge, hypothecate, or otherwise sell or dispose of any of the Common
Stock, or any options or warrants to purchase any Common Stock, or any
securities convertible into or exchangeable for Common Stock, or any interest in
such securities or rights, 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 at any time prior to the Effective Date of the
Registration Statement, other than (i) as a bona fide gift or gifts, provided
that the undersigned provides prior written notice of such gift or gifts to the
Representative and the donee or donees thereof agree to be bound by the
restrictions set forth herein or (ii) with the prior written consent of Xxxxxxx
Xxxxxxx, Inc. 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 any of the Common Stock held by the undersigned except in
compliance with the foregoing restrictions. Xxxxxxx Xxxxxxx, Inc. may in its
sole discretion without notice, release all or any portion of the securities
subject to this Lock-Up Agreement or any similar agreement executed by any other
security holder, and if Xxxxxxx Xxxxxxx, Inc. releases any securities of any
other security holder, securities of the undersigned shall not be entitled to
release from this Lock-Up Agreement.
In the event that the undersigned owns no Common Stock of the Company at
the date hereof or prior to the Effective Date, but has the right to acquire
Common Stock of the Company pursuant to options or warrants, and if the
undersigned exercises such options or warrants prior to the expiration of the 13
month period commencing on the Effective Date, he, she or it agrees that the
Common Stock purchased on such exercise of options or warrants will be subject
to the terms of this Lock-Up Agreement for the remaining portion of such 13
month period which commenced on the Effective Date. In addition, the undersigned
agrees that he, she or it will not sell, pledge, hypothecate or otherwise
dispose of such Common Stock pursuant to the exemption afforded by Rule 701
under the Securities Act of 1933, as amended, during such 13 month period
without the prior written consent of the Representative.
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Xxxxxxx Xxxxxxx, Inc.
March ___, 1999
Page Two
The undersigned further agrees that he, she or it shall not enter into
any swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock owned by the
undersigned at the date hereof, or that the undersigned obtains ownership of
during the 13 month period commencing on the Effective Date (regardless of
whether any of the transactions are to be settled by the delivery of Common
Stock, other securities, cash or otherwise), for a period of 13 months from the
Effective Date without the prior written consent of Xxxxxxx Xxxxxxx, Inc.
The undersigned further agrees that all of the rights, authority and
preemptive provisions granted to the Representative pursuant to this Lock-Up
Agreement may be transferred by the Representative to any other NASD member firm
that participates in the proposed public offering of the Company's securities.
The undersigned understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.
Very truly yours,
By: ______________________________
Print Name: _______________________
