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EXHIBIT D
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LOCK-UP AGREEMENT OF SOFTBANK CAPITAL ADVISORS FUND LP
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December 28, 2004
CIBC World Markets Corp.
As Representative of the several Underwriters
c/o CIBC World Markets Corp.
CIBC World Markets Tower
World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Public Offering of Common Stock of Odimo Incorporated
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Ladies and Gentlemen:
The undersigned acknowledges that CIBC World Markets Corp., as
representative of the several underwriters (the "Underwriters"), has entered
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") on
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, the undersigned
irrevocably agrees, for the benefit of the Company and the Underwriters, that,
without the prior written consent of CIBC World Markets Corp., the undersigned
will not (and will not announce or disclose any intention to) for a period of
180 days subsequent to the date of the Underwriting Agreement, directly or
indirectly,
o offer, sell, assign, transfer, pledge, encumber, agree or contract to
sell, grant an option to purchase or enter into any transaction or
device that is designed to, or could reasonably be expected to, result
in the disposition by any person at any time in the future of, or
o enter into any swap, derivative or transaction or other arrangement
that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of,
any shares of Common Stock, any option, right or warrant to purchase shares of
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be
beneficially owned (within the meaning of
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Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
undersigned on the date hereof or hereafter acquired. These restrictions do not
extend to any Shares to be sold to the Underwriters in the Offering, or pledged
as collateral or transferred as a gift or gifts (provided that any pledgee or
donee thereof agrees in writing to be bound by the terms hereof). In addition,
the undersigned agrees that, without the prior written consent of CIBC World
Markets Corp., the undersigned will not, during the period commencing on the
date hereof and ending 180 days after the execution of the Underwriting
Agreement, make any demand for or exercise any right with respect to, the
registration of any Restricted Securities.
The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of any
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.
The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,
the undersigned will execute any additional documents necessary in connection
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This
agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an
Underwriting Agreement, the terms of which are subject to negotiation between
the Company and the Underwriters. In any event, this agreement shall terminate
if the Offering has not been consummated prior to March 31, 2005.
Very truly yours,
SOFTBANK CAPITAL ADVISORS FUND LP
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By: SOFTBANK Capital Partners LLC
Its GP
By: /s/ Xxxxxx X. Xxxxxx
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Name: XXXXXX X. XXXXXX
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Title: ADMIN. MEMBER
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