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EXHIBIT 10.05 LOCK-UP AGREEMENT
April 26, 1999
xxxxxxx.xxx plc
Xxxxxxxxxx Xxxxx, Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx XX0 0XX
United Kingdom
Ladenburg Xxxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXX
Dear Sirs:
The undersigned understands that Ladenburg Xxxxxxxx & Co. Inc., as
Representative of the several underwriters (the "Underwriters"), proposes to
enter into any Underwriting Agreement with xxxxxxx.xxx plc (the "Company"),
providing for the public offering (the "Public Offering"') of up to 2,750,000
American depository shares ("ADSs") of the Company, each representing one
ordinary share of the Company, nominal value .02 xxxxx per share (the
"Ordinary Shares").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the
undersigned, during the period commencing on the date hereof and ending 365
days after the date of the final prospectus relating to the Public Offering:
(1) agrees not to (x) offer, pledge, charge, encumber, 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 ADSs or Ordinary Shares or any
securities convertible into or exercisable or exchangeable for ADSs or
Ordinary Shares that he may currently own or that he may subsequently acquire
(including, without limitation, ADSs Ordinary Shares or securities convertible
into or exercisable or exchangeable for ADSs or Ordinary Shares which may be
deemed, in accordance with the rules and regulations of the U.S. Securities
and Exchange Commission (the "Commission"), to be beneficially owned by the
undersigned) or (y) enter into any swap or other arrangement that transfers
all or a portion of the economic consequences associated with the ownership of
any ADSs or Ordinary Shares (regardless of whether any of the transactions
described in clause (x) or (y) are to be settled by the delivery of ADSs or
Ordinary Shares, or such other securities, in cash or otherwise), and will not
publicly announce any intention to do any of the foregoing, unless:
(A) the Company's gross revenues, determined in accordance with U.S.
generally accepted accounting principles, in any two consecutive fiscal
quarters exceed $5,000,000 per quarter; or
(B) the undersigned has obtained the prior written consent of Ladenburg
Xxxxxxxx & Co. Inc.;
(ii) agrees not to make any demand for, or exercise any right with respect to
be, the registration with the Commission of any ADSs or Ordinary Shares or any
securities convertible into or exercisable or exchangeable for ADSs or
Ordinary Shares, without the prior written consent of Ladenburg Xxxxxxxx & Co.
Inc; and
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(iii) agrees not to make any demand for, or exercise any right with respect
to, the registration with the Commission of any ADSs or Ordinary Shares or any
securities convertible into or exercisable or exchangeable for ADSs or
Ordinary Shares, without the prior written consent of Ladenburg Xxxxxxxx & Co.
Inc.; and
(iii) authorizes the Company to cause the transfer agent to decline to
transfer and/ or to note stop transfer restrictions on the transfer books and
records of the Company with respect to any ADSs or Ordinary Shares and any
securities convertible into or exercisable or exchangeable for ADSs or
Ordinary Shares for which the undersigned is the record holder and, in the
case of any such ADSs, Ordinary Shares or securities for which the undersigned
is the beneficial but not the record holder, agrees to cause the record holder
to cause the transfer agent to decline to transfer and/or to note stop
transfer restrictions on such books and records with respect to such ADSs,
Ordinary Shares or securities.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this agreement, and that, upon request, the
undersigned will execute any additional documents necessary or desirable in
connection with the enforcement hereof. The undersigned represents and
warrants that it owns a beneficial interest in the ADSs, Ordinary Shares and
options to purchase ADSs or Ordinary Shares listed on Schedule 1 hereto. All
authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors, and assigns
of the undersigned.
The agreement shall be governed by and construed in accordance with the law
of the State of New York.
Very truly yours,
/S/ Xxxxx X. Xxxxx
Dynamic Information System & eXchange, Inc.
