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EXHIBIT 10.12
LOCK-UP AGREEMENT
THIS Lock-Up Agreement dated March 31, 1999 (the "Agreement") by and
between Optimal Communications, Inc. (the "Corporation") and BACE Investments,
LLC("Purchaser") adds additional stock transfer restrictions to the Agreement as
follows:
Transfer Restrictions. Unless otherwise agreed by the Corporation, except for
transfers to: a) Purchaser's Members and their immediate family members who
agree to be bound by the restrictions set forth in this Addendum (and a copy of
such agreement is furnished to the Corporation prior to the transfer); b)
trusts, limited partnerships or other estate planning entities for the benefit
of the Purchaser, Members of the Purchaser or the family members of the
Purchaser's Members, the trustees, partners or other persons having authority to
bind the trust, limited partnership or other estate planning entity of which
agree to be bound by such restrictions (and a copy of such agreement is
furnished to the Corporation prior to the transfer); or c) any charitable
organization that qualifies for receipt of charitable contributions under
Section 170(c) of the Code and such organization agrees to be bound by such
restrictions, the Purchaser or Purchaser's Members will not sell, assign,
exchange, transfer, pledge, or otherwise dispose of at any time prior to the
date which is 18 months after the initial public offering of the Corporation's
stock ("IPO") of any shares of the Corporation's stock owned by the Purchaser or
Purchaser's Members or received by the Purchaser or Purchaser's Members as part
of any stock option plan of the Corporation ("Shares"). Thereafter, up to 33.33%
of the Shares may be resold at any time, and an additional 16.67% of the Shares
may be resold by the Purchaser or Purchaser's Members beginning 24 months after
the IPO. Any remaining Shares may not be sold until the earlier to occur of 1)
the sale of all or substantially all of the assets or outstanding shares of the
Corporation, or 2) five years after the IPO. Certificates for the Shares will
bear a legend substantially in the form set forth on page 3 of the Stock
Purchase Agreement.
PURCHASER:
BACE Investments, LLC
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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(Print Name)
Its: Member
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OPTIMAL COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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(Print Name)
Its: President
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