Exhibit 4.3
Exhibit C-2
Access Solutions International, Inc.
000 Xxx Xxx Xxxx
Xxxxx Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx & Company, Inc.
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In order to induce Access Solutions International, Inc., (the "Company") to
enter into an Agreement and Plan of Merger ("Merger Agreement") with respect to
the merger of PaperClip Acquisition Corp., a wholly-owned subsidiary of the
Company, with and into PaperClip Software, Inc., ("PaperClip") with PaperClip
surviving as a subsidiary of the Company, the undersigned intending to be
legally bound, hereby agrees that for a period commencing on the date hereof and
ending on October 24, 1998 (the "Lock-up Period"), it will not, without the
prior written consent of Xxxxxx Xxxxxxx & Company, Inc. ("JSC"), directly or
indirectly, issue, offer to sell, sell, grant an option for the sale of, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of
common stock of the Company, $.01 par value per share ("Company Purchase
Shares"), plus an equivalent number of the Company's Class B Warrants ("Company
Purchase Warrants") (the Company Purchase Shares and the Company Purchase
Warrants are sometimes referred to herein collectively as the "Company Purchase
Securities"), which are issued to the undersigned by the Company under the
Merger Agreement, whether or not beneficially owned by the undersigned, or
dispose of any beneficial interest therein; PROVIDED, however, that nothing
contained herein shall prohibit any transfer of any Company Purchase Securities
through any private transfer to a U.S. Person (as defined in the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder) by
any shareholders of PaperClip, PROVIDED, FURTHER, however, that as a
precondition to any such transfers, any transferees must agree in writing to be
bound by the terms of this agreement; PROVIDED, however, that the undersigned
and its transferees, as the case may be, may sell nor more than the following
percentages of Company Purchase Shares or Company Purchase Warrants,
respectively, on and after the dates described below, and PROVIDED, FURTHER,
however, that in either case such percentage of Company Purchase Shares or
Company Purchase Warrants shall be cumulative, i.e. any unsold portion of such
Shares or Warrants, as the case may be, which were available for sale in any
preceding month or months will be added to the amount allowed for sale of such
Shares or Warrants, as the case may be, in any subsequent month -
Percent
COMMENCING OF HOLDINGS
January 5, 1998 2%
February 15,1998 3%
March 17, 1998 4%
April 18, 1998 6%
May 19, 1998 8%
June 20, 1998 10%
July 21, 1998 14%
August 22, 1998 16%
September 23, 1998 18%
October 24, 1998 19%
100%
In order to enable the aforesaid covenants, the undersigned hereby consents
to the placing of legends and/or stop-transfer orders with the Transfer Agent of
the Company's securities with respect to any of the Company Purchase Securities
registered in the name of the undersigned or any of its transferees or
beneficially owned by the undersigned or any of its transferees.
This Agreement shall be governed and construed and enforced in accordance
with the internal laws of the State of New York without giving effect to the
choice of law of conflicts of laws principles thereof.
Dated:_________________, 1998
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(Signature)
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(Address) (Name)
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Social Security No. or Federal Tax I.D. Number
