EXHIBIT F
WEBVAN GROUP, INC.
LOCK-UP AGREEMENT
August 27, 1999
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
BancBoston Robertston Xxxxxxxx Inc.
Bear, Xxxxxxx & Co. Inc.
Deutsche Bank Securities Inc.
Xxxxxx Xxxxxx Partners LLC
As Representatives (the "Representatives")
of the several Underwriters
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Webvan Group, Inc.- Lock-Up Agreement
-------------------------------------
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") among Webvan
Group, Inc., a Delaware corporation (the "Company"), and the group of
Underwriters named therein relating to an underwritten public offering of Common
Stock, $0.0001 par value (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell
the Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus used in connection
with the Offering and continuing to and including the date 180 days after the
date of such final Prospectus, the undersigned will not offer, sell, contract to
sell, transfer, assign, pledge, grant any option to purchase, make any short
sale or otherwise dispose of any shares of Common Stock of the Company, or any
options or warrants to purchase any shares of Common Stock of the Company, or
any securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the Securities and Exchange Commission (collectively,
the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Shares even if such shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
such shares.
The foregoing restriction shall not apply to any shares of Common Stock
or other securities acquired in the Offering or in open market transactions
after the completion of the Offering.
Notwithstanding the foregoing:
(i) at any time beginning on the third day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to 15% of the Undersigned's Shares benefically
owned as of December 31, 1999; and
(ii) at any time beginning on the 48th day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to an additional 25% of the Undersigned's
Shares benefically owned as of December 31, 1999.
In addition, notwithstanding the foregoing, the undersigned may
transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the
restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, or (iii) with the prior written consent of Xxxxxxx,
Xxxxx & Co. on behalf of the Underwriters. For purposes of this Lock-Up
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition, notwithstanding the
foregoing, the undersigned may transfer the capital stock of the Company to any
person or entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, the undersigned;
provided, however, that in any such case, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. The undersigned now has, and, except
as contemplated by clause (i), (ii), or (iii) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. 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
Undersigned's Shares except in compliance with the foregoing restrictions.
This Lock-Up Agreement by the undersigned shall automatically terminate
on the earlier of (a) the date that is the 181st day after the date of this
Lock-Up Agreement if the Offering is not
2
consummated by such date, unless, a registration statement relating to the
Public Offering has been declared effective by the SEC and the Underwriters have
commenced or are in the process of commencing the Offering by such date and the
Offering is completed within 30 days thereafter, in which case, this Lock-Up
Agreement shall not terminate, or, (b) if the Company decides that it would not
be prudent to undertake the Offering, on the date the Company provides written
notice to such effect to the undersigned.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
SOFTBANK Capital Advisors Fund LP
------------------------------------------
Exact Name of Shareholder
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Authorized Signature
By: SOFTBANK Capital Partners LLC
By: Xxxxxx Xxxxxx
-------------------------------------------
Title Individual Representative
of Administrative Member
3
