LOCK-UP AGREEMENT
October __, 2000
Ebiz Enterprises, Inc.
00000 X. 00xx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
XxxxxXxxx.xxx, Inc.
00000 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
The undersigned understands that Ebiz Enterprises, Inc., a Nevada
corporation ("Ebiz"), XxxxxXxxx.xxx, Inc., a Delaware corporation ("LMI"), and
Linux Mall Acquisition, Inc., a Delaware corporation ("Merger Sub") have entered
into an Agreement and Plan of Merger dated August 7, 2000 (the "Merger
Agreement") pursuant to which Ebiz will acquire all of the outstanding capital
stock and equity interests of LMI by means of a merger (the "Merger") of LMI and
Merger Sub.
In consideration of LMI entering into the Merger Agreement and
consummating the Merger, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the undersigned hereby confirms,
covenants and agrees for the benefit of Ebiz and LMI that for a period of one
year from the Closing Date (as defined in the Merger Agreement), he will not
offer, sell, contract to sell, grant any option to sell, transfer or otherwise
dispose of, directly or indirectly (such actions, hereinafter referred to as
"Sell"), shares of Common Stock of Ebiz, including any other securities that are
convertible into or exercisable or exchangeable for or that represents a right
to purchase or receive, Common Stock of Ebiz ("Ebiz Common Stock"), provided,
however, that the undersigned shall be allowed to Sell a limited number of
shares of Ebiz Common Stock during each 90 day period following the Closing Date
on a cumulative basis as follows:
Days Following the Closing Date Shares of Ebiz Common Stock Undersigned
Allowed to Sell
0-90 None
90-180 up to a total of 25% of the number of
shares of Ebiz Common Stock the
undersigned would be allowed to sell
pursuantto Rule 144 of the Securities Act
of 1933, as amended ("Rule 144")
180-270 up to a total of 50% of the number of
shares of Ebiz Common Stock the
undersigned would be allowed to sell
pursuant to Rule 144
270-360 up to a total of 75% of the number of
shares of Ebiz Common Stock the
undersigned would be allowed to sell
pursuant to Rule 144
For example, if, as of 180 days following the Closing Date, the undersigned has
sold 25% of the shares of Ebiz Common Stock allowed under Rule 144, the
undersigned would be allowed to sell, during the next 90 days, an additional 25%
of the shares of Ebiz Common Stock allowed under Rule 144, making a total of
50%.
The undersigned acknowledges and agrees that the covenants and
agreements set forth herein supersede, to the extent of the subject matter
hereof, the provisions of any agreements or instruments defining the rights of
the undersigned with respect to any shares of Ebiz Common Stock beneficially
owned or controlled by the undersigned.
Very truly yours,
___________________________
Xxxxxxx Xxxxxx
The undersigned acknowledges and agrees that the covenants and
agreements set forth herein supersede, to the extent of the subject matter
hereof, the provisions of any agreements or instruments defining the rights of
the undersigned with respect to any shares of Ebiz Common Stock beneficially
owned or controlled by the undersigned.
Very truly yours,
___________________________
Xxxxxxx Xxxxxx
