EXHIBIT 10.6
FORM OF LOCK-UP AGREEMENT
____________ __, 2000
U.S. Mobile Services, Inc.
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxx, Xxxxxxx 00000
Ladies and Gentlemen:
In order to induce certain investors to participate in a proposed private
placement (the "Offering") of shares of common stock, $0.001 par value per share
(the "Common Stock") of U.S. Mobile Services, Inc, a Delaware corporation (the
"Company"), the undersigned hereby agrees that, subject to the exception set
forth below, for a period of six (6) months from the closing of the Offering,
the undersigned will not directly or indirectly, issue, offer to sell, sell,
grant an option for the sale of, assign, transfer, pledge, hypothecate,
distribute or otherwise encumber or dispose of any shares of Common Stock or
securities convertible into, exercisable or exchangeable for or evidencing any
right to purchase or subscribe for any shares of Common Stock (either pursuant
to Rule 144 of the rules and regulations under the Securities Act of 1933, as
amended or otherwise) or dispose of any beneficial interest therein without the
prior written consent of the Company. The undersigned understands and
acknowledges that in connection with the above, the Company shall deliver
instructions to its transfer agent authorizing it to place appropriate stop
transfer orders on the Company's ledgers. Notwithstanding the above, it is
agreed that during each calendar month during the six month period, the
undersigned may sell an amount of Common Stock equal to 5% of the total amount
owned by the undersigned.
Very truly yours,
By: ______________________________
Name:
