24/7 MEDIA, INC.
Lock-Up Agreement
January 18, 1999
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx,
Incorporated
CIBC Oppenheimer
PaineWebber Incorporated
X. X. Xxxxxx & Co.
Xxxxx & Company, Inc.
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx,
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Proposed Public Offering by 24/7 Media, Inc.
Dear Sirs:
The undersigned, a stockholder and/or officer and/or director of 24/7
Media, Inc. (the "Company"), understands that Xxxxxxx Xxxxx & Co., Xxxxxxx
Xxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), CIBC Oppenheimer,
PaineWebber Incorporated, X. X. Xxxxxx & Co., and Xxxxx & Company, Inc. propose
to enter into a Purchase Agreement (the "Purchase Agreement") with the Company
providing for the public offering of shares (the "Securities") of the Company's
common stock, par value $.01 per share (the "Common Stock'). In recognition of
the benefit that such an offering will confer upon the undersigned as a
stockholder and/or officer and/or director of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
Purchase Agreement that, during a period of 90 days from the date of the
Purchase Agreement, the undersigned will not, without the prior written consent
of Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase an option or contract to
sell, grant any option, right or warrant for the sale of, or otherwise dispose
of or transfer any shares of the Company's Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing 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.
Notwithstanding the foregoing, the undersigned may transfer the
undersigned's shares of Common Stock (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound by the restrictions set forth
herein, (ii) as a transfer to any trust for the direct benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound by the restrictions set forth herein,
(iii) as a distribution to limited partners, constituent members or shareholders
of the undersigned, provided that such partners, constituent members of
shareholders agree to be bound by the restrictions set forth herein or (iv) with
the prior written consent of Xxxxxxx Xxxxx & Co. on behalf of the underwriters
named in the Purchase Agreement. For purposes of this agreement, "immediate
family" shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the shares of the Company's capital stock owned by the
undersigned except in compliance with the foregoing restrictions.
In addition, the undersigned agrees that it will not, without the prior
written consent of Xxxxxxx Xxxxx, during a period of 90 days from the date of
the Purchase Agreement, make any demand for, or exercise any right with respect
to, the registration of any shares of Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock.
The undersigned understands that the Company and the Underwriters are
relying upon this agreement in proceeding toward consummation of the public
offering of the securities. The undersigned further understands and agrees that
this agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
Very truly yours,
Signature:
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Print Name:
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