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Exhibit 10.12
April 9, 1998
Commonwealth Associates
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 10022
RE: REGISTRY MAGIC INCORPORATED
Gentlemen:
Pursuant to the provisions of the Underwriting Agreement between
Commonwealth Associates ("Commonwealth") and Registry Magic Incorporated (the
"Company") and in order to induce you to serve as underwriter with respect to
the initial public offering of the Company's securities contemplated thereby
(the "IPO"), the undersigned hereby represents that:
For a period of 12 months following the closing date of the IPO, the
undersigned will not sell, assign or transfer any securities of the Company
without the prior written consent of Commonwealth. In order to enforce this
covenant, the Company may impose stop-transfer instructions with respect to all
shares of Common Stock owned by the undersigned until the end of such period.
The undersigned further waives any registration rights the undersigned may have
with respect to the IPO and for a period of 12 months thereafter.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any securities of the Company either during his or her
lifetime or on death by will or intestacy to his or her immediate family or to a
trust the beneficiaries of which are exclusively the undersigned and/or a member
or members of his or her immediate family; provided that such transferee agrees
to be bound by the provisions of this lock-up agreement. For the purposes of
this paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
If the Company's initial public offering has not been completed by 5:00
P.M., New York City time, on September 30, 1998, this agreement shall then
terminate and be of no further force and effect.
Any questions you may have regarding this letter may be directed to Xx.
Xxx Xxxxx at Commonwealth Associates at (000) 000-0000.
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Signature Signature of Co-Owner
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