EXHIBIT 10.8
LOCK-UP AGREEMENT
X.X. Xxxxx Investment Banking Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: NOTIFY CORPORATION
Gentlemen:
In consideration of the public offering of units comprised of shares of
Common Stock and warrants to purchase shares of Common Stock (the "Units") of
Notify Corporation, a California corporation (the "Company"), and to induce you
to act as underwriters in connection with the offering, the undersigned holder
of shares of Common Stock, or securities convertible into or exercisable or
exchangeable for Common Stock, hereby covenants and agrees with you, X.X. Xxxxx
Investment Banking Corp ("Xxxxx) that:
1. For a period of thirteen (13) months following the closing date of the
Company's initial public offering of securities, the undersigned will not offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are
now owned by the undersigned or are hereafter acquired), without the prior
written consent of Xxxxx. In order to enforce this covenant, the Company may
impose stop-transfer instructions with respect to all of the undersigned's
shares of Common Stock until the end of such period.
2. The undersigned waives any anti-dilution rights which it might hold
with respect to securities of the Company under any agreement between the
undersigned and the Company; and
3. The undersigned waives any registration rights it may have with
respect to the Company's initial public offering and for a period of 13 months
thereafter.
If the Company's initial public offering has not been completed by 5:00
P.M. New York City time on June 30, 1997, this agreement shall then terminate
and be of no further force and effect.
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Signature
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Print Name
____________________________________________
Date
