FORM OF LOCK-UP AGREEMENT
February , 2003
XXXXXXX INVESTMENT COMPANY, INC.
As Representative of the several
Underwriters named in Schedule I to
the Underwriting Agreement referred to below
000 XX Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: Q Comm International, Inc. - Public Offering
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Ladies and Gentlemen:
The undersigned understands that you, as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Q Comm International, Inc., a Utah corporation
(the "Company"), providing for the public offering (the "Public Offering") by
the several Underwriters named in Schedule I to the Underwriting Agreement (the
"Underwriters"), of Units ("Units"), each Unit consisting of two shares of
Common Stock, par value $0.001, of the Company ("Common Stock") and one Common
Stock purchase warrant, all as more fully described in the Prospectus (defined
below.)
In consideration of the Underwriters' agreement to purchase
and make the Public Offering of the Units, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Xxxxxxx Investment Company,
Inc. on behalf of the Underwriters, the undersigned will not, during the period
ending six months after the date of the prospectus relating to the Public
Offering (the "Prospectus"), (1) offer, pledge, announce the intention to sell,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock, or any securities of the Company that are substantially similar to the
Common Stock, or any securities convertible into or exercisable or exchangeable
for Common Stock (including, but not limited to, Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option or warrant) or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any security convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise.
Notwithstanding anything else contained in this agreement, (a)
the foregoing paragraph shall not apply to [50% of the] shares of Common Stock
(as such number of shares may be adjusted for stock splits, stock combinations
and stock dividends) owned by the undersigned on the date hereof beginning on
the 91st day following the date of the Prospectus and (b) in the event that you
as Representative of the Underwriters, with respect to any officer, director or
5% stockholder of the Company, agree to any less restrictive lock-up terms or
period, or you agree to waive or modify any lock-up agreement previously
executed by such person, or you release any such person from the lock-up
agreement signed by such person, you will also amend or modify this agreement or
release the undersigned to the same extent.
The undersigned represents and warrants that it is not a party
to any agreement or understanding that would cause a breach of this Lock-Up
Agreement if it were entered into during the period in which the restrictions
set forth herein are effective.
In furtherance of the foregoing, the Company and any duly
appointed transfer agent for the registration or transfer of the securities
described herein are hereby authorized to decline to make any transfer of
securities if such transfer would constitute a violation or breach of this
Lock-Up Agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Lock-up Agreement.
All authority herein conferred or agreed to be conferred and any obligations of
the undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting
Agreement does not become effective, on or prior to August 15, 2003, or if the
Underwriting Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated prior to payment for and delivery
of the Common Stock to be sold thereunder or the registration statement relating
to the Public Offering is withdrawn, the undersigned shall be released from all
obligations under this Lock-Up Agreement.
The undersigned understands that the Underwriters are entering
into the Underwriting Agreement and proceeding with the Public Offering in
reliance upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
Very truly yours,
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By:
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Name:
Title:
Accepted as of the date first set forth above:
XXXXXXX INVESTMENT COMPANY, INC.
Acting severally on behalf of themselves and the
several Underwriters to be named in Schedule I to
the Underwriting Agreement
By:
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Name:
Title:
