EXHIBIT 10.15
XXXXXXX.XXX, INC.
Lock-Up Agreement
__________ __, 2001
Xxxxxxx.xxx, Inc.
0000 Xxxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Xxxxxxx.xxx, Inc. - Lock-Up Agreement
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Ladies and Gentlemen:
The undersigned understands that Xxxxxxx.xxx, Inc., a Delaware corporation
(the "Company"), pursuant to an Agreement and Plan of Reorganization, dated
January 3, 2001 (the "Merger Agreement"), proposes to register shares of its
common stock (the "Shares") pursuant to a Registration Statement on Form S-4
(the "S-4") to be filed with the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Company to issue the Merger
Consideration (as such term is defined in the Merger Agreement) and of other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the undersigned agrees that, during the period beginning from the
date the S-4 is declared effective by the SEC and including the date 180 days
after such date, the undersigned will not offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock of the Company, or any options or warrants to purchase
any shares of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock
of the Company, whether now owned or hereinafter acquired, 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 SEC
(collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude 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 such 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 such 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, (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, or (iii) with the prior written consent of the
Company. For purposes of this Lock-Up Agreement, "immediate family" shall mean
any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is a
corporation, the corporation may transfer the capital stock of the Company to
any wholly-owned subsidiary of such corporation; 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 such capital
stock subject to the provisions of this Lock-up Agreement and there shall be no
further transfer of such capital stock except in accordance with this Lock-up
Agreement, and provided further that any such transfer shall not involve a
disposition for value. The undersigned now has, and, except as contemplated by
clause (i), (ii), or (iii) 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 that the Company is relying upon this Lock-Up
Agreement in proceeding toward consummation of the 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.
Very truly yours,
________________________________________
Signature
________________________________________
Printed Name
