EXHIBIT D FORM OF LOCK-UP AGREEMENT
EXHIBIT
10.9
EXHIBIT
D
FORM
OF
LOCK-UP AGREEMENT
November
29, 2006
To
the
purchasers signatory to
the
Agreement
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Re:
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Securities
Purchase Agreement dated November 29, 2006 (the “Agreement”)
by and among, Spatialight, Inc., a New York corporation (the “Company”),
and the purchasers signatory thereto (each, a “Purchaser”
and collectively referred to as the “Purchasers”)
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Ladies
and Gentlemen:
Defined
terms not otherwise defined herein (the “Letter
Agreement”)
shall
have the meanings set forth in the Agreement. Pursuant to Section 2.2 of the
Agreement and in satisfaction of a condition of the Purchasers’ obligations
under the Agreement, the undersigned irrevocably
agrees with the Purchasers that, from the date hereof until the date that is
90
calendar days following the Effective Date (such period, the “Restriction
Period”),
the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, or enter into any transaction which is designed to, or might reasonably
be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned, directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act and the rules and regulations
of
the Commission promulgated thereunder with respect to, any shares of Common
Stock beneficially owned, held or hereafter acquired by the undersigned (the
“Securities”).
Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company will impose irrevocable
stop-transfer instructions preventing the transfer agent from effecting any
actions in violation of this agreement.
The
undersigned acknowledges that the execution, delivery and performance of this
letter agreement is a material inducement to the Purchasers to complete the
transaction contemplated by the Agreement and that the Purchasers (which shall
be third party beneficiaries of this letter agreement) and the Company shall
be
entitled to specific performance of my obligations hereunder. The undersigned
hereby represents that the undersigned has the power and authority to execute,
deliver and perform this letter agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Agreement.
This
letter agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, the Purchasers and the undersigned.
This letter agreement shall be construed and enforced in accordance with the
laws of the State of New York, without regard to the principles of conflicts
of
laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction
of
the state and federal courts sitting in the City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waive, and agree not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such court, or that such suit, action or proceeding is improper. The
undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving
a
copy thereof sent to the Company at the address in effect for notices to it
under the Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives
any right to a trial by jury. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this letter does not intend to create
any relationship between the undersigned and the Purchasers and that the
Purchasers are not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this letter.
By
its
signature below, the Company’s transfer agent hereby acknowledges and agrees
that it has placed an irrevocable stop transfer instruction on all Securities
beneficially owned by the undersigned, reflecting this Letter Agreement, until
the end of the Restriction Period. This Letter Agreement shall be binding on
successors and assigns of the undersigned with respect to the Securities and
any
such successor or assign shall enter into a similar agreement for the benefit
of
the Purchasers. This letter agreement may be executed in two or more
counterparts, all of which when taken together may be considered one and the
same agreement.
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Very
truly yours,
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Director
Position
with the Company (if applicable):
By:
/s/
Xxxxxxx
Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Director
Position
with the Company (if applicable):
By:
/s/
Xxxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxxx X. Xxxxxxxx
Title:
Director
Position
with the Company (if applicable):
By:
/s/
Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Director
Position
with the Company (if applicable):
By:
/s/
Xxxxxx X.
Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Director
Position
with the Company (if applicable):
By:
/s/
Xxxxxxx X.
Xxx
Name:
Xxxxxxx X. Xxx
Title:
Chief Technology Officer
Position
with the Company: Executive Officer
By: /s/
Xxx X.
Xxx
Name:
Xxx X. Xxx
Title:
Chief Executive Officer
Position
with the Company: Executive Officer
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Acknowledged
and agreed to:
SPATIALIGHT,
INC.
By:
/s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Chief Operating Officer, Principal Financial and
Accounting
Officer and Chairman of the Board
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