Exhibit No. 4.3 Form of Mandatory Sale and Lock Up Agreement with certain
Securityholders.
Exhibit 4.3
, 1998
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Xxxxxxx Xxxxxxxx Securities Corporation
00 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
RE: FIRSTLINK COMMUNICATIONS, INC.
AGREEMENT NOT TO SELL
Ladies and Gentlemen:
Reference is made to a proposed public offering of 1,000,000 Shares of
Common Stock and 1,000,000 Warrants (collectively, the "Securities") of
FirstLink Communications, Inc. (the "Company") pursuant to a Registration
Statement and prospectus included therein (the "Registration Statement" and the
"Prospectus") to be filed with the Securities and Exchange Commission and to be
underwritten by Xxxxxxx Davidson Securities Corporation as representative of the
several underwriters to be named in an underwriting agreement (the
"Representative").
In consideration of the offer and sale of the Securities by the Company
and the underwriters and of other valuable consideration, the receipt of
which is hereby acknowledged, the undersigned agrees not to offer, sell,
contract to sell, pledge, hypothecate, grant any option to purchase or
otherwise dispose of (the "Resale Restrictions") any shares of common stock
of the Company or any securities convertible into or exchangeable for common
stock of the Company beneficially owned or otherwise held by the undersigned
as of the date of this letter or acquired on or prior to the date of
effectiveness of the Registration Statement or issuable upon exercise of
options or warrants held by the undersigned on such dates (collectively, the
"Shares") for the period specified hereafter without the prior written
consent of the Representative. Such restrictions shall apply to the total
number of Shares for a period of ((LockupPeriod)) after the date of the Final
Prospectus (the "Restriction Period").
As a reasonable means of ensuring compliance with the terms of this
Agreement, the undersigned further agrees that the Company may instruct the
transfer agent for the Shares to place a transfer restriction on such transfer
agent's records.
Notwithstanding the foregoing, if the undersigned is an individual, he or
she may transfer any or all of the Shares 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, however, that in any such case
it shall be a condition to the transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Shares subject to the
provisions of this Agreement, and there shall be no further transfer of such
Shares except in accordance with this Agreement. For purposes of this
paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In addition, notwithstanding the foregoing, if the undersigned is a
partnership, the partnership may transfer any Shares to a partner of such
partnership or a retired partner of such partnership who retires after the
date hereof, or to the estate of any such partner or retired partner, and any
partner who is an individual may transfer Shares by gift, will or intestate
succession to his or her immediate family (as defined above) or ancestors;
and if the undersigned is a corporation, the corporation may transfer Shares
to any shareholder of such corporation and any shareholder who is an
individual may transfer Shares by gift, will or intestate succession to his
or her immediate family (as defined above) or ancestors; provided, however,
that in any such case, it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Shares subject to the provisions of this Agreement, and there
shall be no further transfer of such Shares except in accordance with this
Agreement.
This agreement shall be enforceable by the Company and the Representative,
or either of them, and shall bind and inure to the benefit of their respective
successors, personal representatives, heirs, and assigns.
Very truly yours,
By:
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Shares of common stock subject Signature
to this Agreement after closing of
public offering
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Printed name of person or entity
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Title if signing for an entity
