EXHIBIT 4.42
LOCK-UP AND WAIVER AGREEMENT
October 15, 2000
Insynq, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Ladies and Gentlemen:
The undersigned understands that Insynq, Inc., a Delaware corporation (the
"Company"), in connection with agreements it is negotiating to sell $3 million
of convertible debentures and up to $10 million shares of its Common Stock,
$0.001 par value ("Common Stock") to certain purchasers thereunder (the
"Purchasers"), is planning to register shares of Common Stock to be purchased by
the Purchasers and certain other shares of Common Stock pursuant to a
Registration Statement on form SB-2 (the "Registration Statement"). The
undersigned further understands that the failure to sign this Lock-up Agreement
and Waiver will result in the failure of the transactions with the Purchasers to
close and, consequently, the inability of the Company to continue its operations
In consideration of the foregoing, and notwithstanding the registration
rights previously granted to the undersigned by the Company, the undersigned
hereby waives the exercise of any such registration rights it may have for a
period of 180 business days (defined as days when the securities markets are
open and trading) after the Registration Statement is declared effective by the
Securities and Exchange Commission (the "Waiver Period"). In addition, the
undersigned agrees that it will not, until the expiration of the Waiver Period,
directly or indirectly (i) offer to sell, sell or contract to sell otherwise
sell, dispose of, loan, pledge or grant any rights with respect to any shares of
Common Stock or securities convertible into or exchangeable for any shares of
Common Stock, or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise.
The undersigned further agrees that this Agreement may not be amended
without the consent of the Company and the Purchasers in writing, and that the
Purchasers are deemed to be third-party beneficiaries to this Agreement with the
right to enforce this agreement as if it were the Company hereunder.
The undersigned further agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against any transfer of shares of
Common Stock held by the undersigned not in compliance with this Lock-Up
Agreement.
Very truly yours,
Signature: /s/ Vijay Alimchandi
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Printed Name: Vijay Alimchandi
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