EXHIBIT 10(S)(3)
LOCK-UP AGREEMENT
June 28, 2001
Renaissance US Growth & Income Trust PLC
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX-00
Xxxxxx, Xxxxx 00000
Re: Cover-All Technologies Inc.
Gentlemen:
The undersigned executive officer, of Cover-All Technologies Inc., a
Delaware corporation (the "Company"), owns 0(zero) of common stock, $.01 per
share ("Common Stock"), of the Company and understands that you propose to enter
into a Convertible Loan Agreement, dated as of June 28, 2001 (the "Loan
Agreement"), with the Company providing for a convertible loan to the Company in
the aggregate principal amount of $1,400,000 (the "Loan"). In consideration for
your execution of the Loan Agreement, your providing the Loan and for other good
and valuable consideration, the receipt of which are hereby acknowledged, the
undersigned agrees with you that for a period beginning on the date of the Loan
Agreement and continuing to and including the date twelve (12) months after the
date of the Loan Agreement (the "Lock-Up Period"), the undersigned will not,
directly or indirectly, offer, sell, contract to sell, transfer, assign or
otherwise dispose of any shares of Common Stock beneficially owned or controlled
by the undersigned (including subsequently acquired shares or securities
convertible or exercisable into shares), without your prior written consent,
except for transfers to family members, family partnerships and trusts for the
benefit of family members or for estate planning purposes, provided that prior
to any such transfer, any such transferee shall have executed and delivered to
you a lock-up agreement substantially in the form of this Agreement for the
remaining period covered hereby or upon death. The contractual restrictions set
forth in this letter shall terminate upon the death or divorce (provided and to
the extent such shares of Common Stock were transferred to the former spouse) of
the undersigned. The undersigned agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against any transfer of
shares of Common Stock owned by the undersigned not in compliance with this
Lock-Up Agreement.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chief Marketing Officer
